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Registered number: 03877610 UNION INCOME BENEFIT HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
UNION INCOME BENEFIT HOLDINGS LIMITED COMPANY INFORMATION
DIRECTORS | Lord J Hannett of Everton
| Mr P E Thilo
| Mr J G Blundell (appointed 25 March 2025)
| Mr P Hayes (appointed 10 June 2025)
COMPANY SECRETARY | C Baxandall
REGISTERED NUMBER | 03877610
REGISTERED OFFICE | 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
INDEPENDENT AUDITORS | Sumer Auditco Limited
| Chartered Accountants & Statutory Auditors
| 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
BANKERS | Bank of Scotland
| 14-16 Cockspur Street
| London
| SW1Y 5BL
UNION INCOME BENEFIT HOLDINGS LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 9
Profit and Loss Account | 10
Balance Sheet | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 - 28
UNION INCOME BENEFIT HOLDINGS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
BUSINESS REVIEW
The Company continued to invest in opportunities aimed at delivering long term value for all stakeholders. We believe our commitment to our customers and clients is what sets us apart, and we continue to work on improving our propositions and service as well as investing in our team. Turnover was maintained at £7,270,395 (2024: £7,226,491) during the year, reflecting a period of transition in the nature of the products distributed by the Company, with a shift away from upfront commissions towards a greater proportion of ongoing earned commissions. During the year, the Company continued to invest in its people and infrastructure in order to support its long term strategic objectives and position the business to capitalise on future growth opportunities. These investments have resulted in an initial increase in costs; however, the Board considers them necessary to support enhanced propositions, service capability and sustainable future revenue generation. The Company also took the opportunity to simplify its balance sheet during the year, including the clearance of a number of intercompany balances. As a result, net assets reduced to £4,294,649 at 31 December 2025 (2024: £12,372,047). For the year ended 31 December 2025, the Company reported a loss after tax of £1,427,398 (2024: loss £4,184,069). This outcome reflects the ongoing transition in product mix, planned investment in the business, and the balance sheet simplification undertaken during the year.
FINANCIAL KEY PERFORMANCE INDICATORS
The key performance indicators of the Company are turnover, gross profit margin and net assets. A brief analysis of these is shown below:
|  | 2025 | 2024 | Variance |  |  |
|  | £ | £ | % |  |  |
| Turnover | 7,270,395 | 7,226,491 | 1% |  |  |
| Gross profit margin | 41.2% | 59.4% | -18.2% |  |  |
| Net assets | 4,294,649 | 12,372,047 | -65% |  |  |
Page 1
UNION INCOME BENEFIT HOLDINGS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
PRINCIPAL RISKS AND UNCERTAINTIES
Treasury operations and financial instruments The Company’s financial instruments principally comprise finance leases, trade debtors, trade creditors (which arise directly from its operations), cash and investments. The main risks arising from the Company's financial instruments are liquidity and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the year. Liquidity Risk The Company has a strong operating cash inflow and manages its cash requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating need of the business. Credit Risk Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the Board. Trade Debtors are reviewed by the Board on a regular basis and provision is made for doubtful debts where necessary. This report was approved by the board on 13 July 2026 and signed on its behalf.
Mr P E Thilo Director
Page 2
UNION INCOME BENEFIT HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
PRINCIPAL ACTIVITY
The principal activity of the Company was acting as an insurance broker distributing protection products to its clients.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £1,427,398 (2024 - £4,184,069).
DIRECTORS
The directors who served during the year were:
Lord J Hannett of Everton
Mr D L Harrison (resigned 10 April 2026)
Ms F Echalier (resigned 10 June 2025)
Mr M W Kenny (resigned 9 June 2026)
Mr P E Thilo
Mr J G Blundell (appointed 25 March 2025)
Mr P Hayes (appointed 10 June 2025)
Page 3
UNION INCOME BENEFIT HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
FUTURE DEVELOPMENTS
At present, there are no significant future developments to report. The Board of Directors continues to monitor the business environment and will provide updates as necessary.
DISCLOSURE OF INFORMATION TO AUDITORS
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
POST BALANCE SHEET EVENTS
There have been no significant events affecting the Company since the year end.
AUDITORS
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 13 July 2026 and signed on its behalf.
Mr P E Thilo Director
Page 4
UNION INCOME BENEFIT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNION INCOME BENEFIT HOLDINGS LIMITED
OPINION
We have audited the financial statements of Union Income Benefit Holdings Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
UNION INCOME BENEFIT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNION INCOME BENEFIT HOLDINGS LIMITED (CONTINUED)
OTHER INFORMATION
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 6
UNION INCOME BENEFIT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNION INCOME BENEFIT HOLDINGS LIMITED (CONTINUED)
AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: ∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; ∙the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls); ∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and ∙the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity: ∙laws and regulations considered to have a direct effect on the financial statements including UK financial reposting standards, FCA reporting requirements, Company Law, tax and pension legislation and distributable profits legislation; ∙the timing of the recognition of commercial income; ∙compliance with legislation relating to health and safety and local employment law; ∙management bias in selecting accounting policies and determining estimates; ∙inappropriate journal entries; ∙manipulation of specific performance measures to meet remuneration targets; and ∙recoverability of debtors. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: ∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; ∙enquiries with the same concerning any actual or potential litigation or claims; ∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud; Page 7
UNION INCOME BENEFIT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNION INCOME BENEFIT HOLDINGS LIMITED (CONTINUED) ∙reviewing FCA returns filings and complaints register; ∙assessment of matters reported to management and the result of the subsequent investigation; ∙obtaining an understanding of the relevant controls during the year; ∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year; ∙review documentation relating to compliance with the regulations relating to Health and Safety and local employment law including certificates seen, insurance policy and health and safety statements; ∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets, provision for clawback provisions; ∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash; ∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; ∙reviewing the financial statements for compliance with the relevant disclosure requirements; ∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; ∙reviewing the minutes of Board meetings and correspondence with HMRC; and ∙evaluating the underlying business reasons for any unusual transactions. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 8
UNION INCOME BENEFIT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNION INCOME BENEFIT HOLDINGS LIMITED (CONTINUED)
USE OF OUR REPORT
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Atulya Mehta FCCA (Senior Statutory Auditor) for and on behalf of Sumer Auditco Limited Chartered Accountants Statutory Auditors 14th Floor 33 Cavendish Square London W1G 0PW 13 July 2026 Page 9
UNION INCOME BENEFIT HOLDINGS LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 7,270,395 | 7,226,491
Cost of sales |  | (4,220,375) | (2,935,793)
Gross profit |  | 3,050,020 | 4,290,698
Distribution costs |  | (154,033) | (92,621)
Administrative expenses |  | (4,196,401) | (3,247,222)
Exceptional administrative expenses | 14 | (562,028) | (4,851,479)
Other operating income | 5 | 676,427 | 322,121
Provision against loan receivable | 14 | (452,539) | (259,372)
Operating loss | 6 | (1,638,554) | (3,837,875)
Interest receivable and similar income | 10 | 19,762 | 128,695
Interest payable and similar expenses | 11 | (324,016) | (437,884)
Loss before tax |  | (1,942,808) | (4,147,064)
Tax on loss | 12 | 515,410 | (37,005)
Loss for the year |  | (1,427,398) | (4,184,069)
There are no items of other comprehensive income for 2025 or 2024 other than the loss for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 13 to 28 form part of these financial statements.
Page 10
UNION INCOME BENEFIT HOLDINGS LIMITED REGISTERED NUMBER: 03877610 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 16 |  | 132,694 |  | 99,836
|  |  | 132,694 |  | 99,836
Current assets |  |  |  |  |
Debtors | 18 | 6,669,224 |  | 18,935,160 |
Cash at bank and in hand | 19 | 1,492,986 |  | 498,188 |
|  | 8,162,210 |  | 19,433,348 |
Creditors: amounts falling due within one year | 20 | (3,993,884) |  | (5,136,071) |
Net current assets |  |  | 4,168,326 |  | 14,297,277
Total assets less current liabilities |  |  | 4,301,020 |  | 14,397,113
Creditors: amounts falling due after more than one year | 21 |  | - |  | (2,000,000)
Provisions for liabilities |  |  |  |  |
Deferred tax | 22 | - |  | (18,695) |
Other provisions | 23 | (6,371) |  | (6,371) |
|  |  | (6,371) |  | (25,066)
Net assets |  |  | 4,294,649 |  | 12,372,047
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 545,744 |  | 545,744
Profit and loss account |  |  | 3,748,905 |  | 11,826,303
|  |  | 4,294,649 |  | 12,372,047
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 13 July 2026.
Mr P E Thilo
Director
The notes on pages 13 to 28 form part of these financial statements. Page 11
UNION INCOME BENEFIT HOLDINGS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2025 | 545,744 | 11,826,303 | 12,372,047
Comprehensive income for the year |  |  |
Loss for the year | - | (1,427,398) | (1,427,398)
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (6,650,000) | (6,650,000)
At 31 December 2025 | 545,744 | 3,748,905 | 4,294,649
| The notes on pages 13 to 28 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 545,744 | 16,010,372 | 16,556,116
Comprehensive income for the year |  |  |
Loss for the year | - | (4,184,069) | (4,184,069)
At 31 December 2024 | 545,744 | 11,826,303 | 12,372,047
| The notes on pages 13 to 28 form part of these financial statements.
Page 12
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | GENERAL INFORMATION
Union Income Benefit Holdings Limited is a private company limited by share capital, incorporated in England and Wales, registration number 03877610. The address of the registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Embignell Limited as at 31 December 2025 and these financial statements may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.
| 2.3 | REVENUE
Commission income and policy fee income are recognised in the statement of profit or loss in the period in which the related services are performed, either at a point in time when placement services are completed or over time where ongoing servicing obligations exist. Amounts received in advance of service delivery are deferred and recognised as income as the services are provided. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Page 13
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.4 | OTHER OPERATING INCOME
Other operating income contains commission refunds recognised to the extent that it is probable that the economic benefits will flow to the Company and the refunds can be reliably measured. Commission refunds are measured as the fair value of the consideration received or receivable.
| 2.5 | INTANGIBLE ASSETS
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Profit and Loss Account over its useful economic life.
| 2.6 | TANGIBLE FIXED ASSETS
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | Over the period of the lease
|  |  |  | Fixtures and fittings | - | Over two to four years
|  |  |  | Computer equipment | - | Over five years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.7 | VALUATION OF INVESTMENTS
Investments in related entities are measured at cost less accumulated provisions for impairment.
| 2.8 | BORROWING COSTS
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | EXCEPTIONAL ITEMS
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 14
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.10 | DEBTORS
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.11 | CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.12 | FINANCIAL INSTRUMENTS
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially Page 15
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.12 | FINANCIAL INSTRUMENTS (continued)
recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.13 | CREDITORS
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.14 | FINANCE COSTS
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.15 | INVESTMENT INCOME
Equity dividends received from fixed asset investments are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 2.16 | OPERATING LEASES: THE COMPANY AS LESSEE
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.17 | PENSIONS
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.18 | INTEREST INCOME
Interest income is recognised in profit or loss using the effective interest method. Page 16
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.19 | PROVISIONS FOR LIABILITIES
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.20 | CURRENT AND DEFERRED TAXATION
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.21 | GROUP TAX RELIEF
Group tax relief is surrendered to/ received from other Group companies for no consideration. In specific circumstances, individual Group companies may reach agreement between themselves to surrender and/or receive group relief for consideration within the tax on Profit on ordinary activities in the Statement of Comprehensive Income. Should group relief be surrendered to/ received from other group companies for consideration, the consideration paid will reflect, at a minimum, the corporation tax amounts surrendered and/ or received. These amounts are reported as expenses or benefits within the tax on profit/ (loss) on ordinary activities in the profit and loss account. Page 17
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
4. | TURNOVER
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Commissions receivable | 7,270,395 | 7,226,491
| All turnover arose within the United Kingdom.
5. | OTHER OPERATING INCOME
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 779 | 7,837
| Management recharge | 675,648 | 314,284
|  | 676,427 | 322,121
| Other operating income represents the profit commission on specific policies. Other operating income represents management recharges to related entities.
6. | OPERATING LOSS
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (6,879) | (1,526)
| Other operating lease rentals | 96,841 | 185,462
Page 18
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | AUDITORS' REMUNERATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements | 36,750 | 35,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
8. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 4,267,492 | 2,884,881
| Social security costs | 499,553 | 268,932
| Cost of defined contribution scheme | 110,693 | 45,821
|  | 4,877,738 | 3,199,634
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Policy acquisition | 41 | 40
|  | Policy retention | 19 | 18
|  | Administrative | 50 | 37
|  |  | 110 | 95
Page 19
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | DIRECTORS' REMUNERATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 435,377 | 456,593
| Company contributions to defined contribution pension schemes | 5,113 | 4,012
|  | 440,490 | 460,605
| During the year retirement benefits were accruing to 2 directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £134,560 (2024 - £227,653).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,700).
| The total remuneration for key management personnel, including directors, in the year was £656,050 (2024: £724,605).
10. | INTEREST RECEIVABLE
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 19,762 | 128,695
11. | INTEREST PAYABLE AND SIMILAR EXPENSES
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 21,057 | 30,953
| Loans from group undertakings | 302,959 | 406,931
|  | 324,016 | 437,884
Page 20
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | (147,238) | -
| Total current tax | (147,238) | -
| Deferred tax |  |
| Origination and reversal of timing differences | (368,172) | 37,005
| Total deferred tax | (368,172) | 37,005
| Tax on loss | (515,410) | 37,005
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,942,808) | (4,147,064)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - effective rate 25%) | (485,702) | -
| Effects of: |  |
| Expenses not deductible for tax purposes | 139,092 | 240,947
| Capital allowances for year in excess of depreciation | (9,414) | 6,437
| Utilisation of tax losses | - | (27,699)
| Profit on disposal of fixed asset | (488) | -
| Deferred tax | (368,172) | 37,005
| Provision for loan receivable | 4,207 | 14
| Adjustment in research and development tax credit | (147,238) | -
| Unrelieved tax losses carried forward | 352,305 | -
| Other differences leading to an increase (decrease) in the tax charge | - | (12,874)
| Group relief | - | (206,825)
| Total tax charge for the year | (515,410) | 37,005
Company has losses carried forward of £1,409,221 (2024:£NIL) available to set off against future profits. Page 21
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | DIVIDENDS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid | 6,650,000 | -
|  | 6,650,000 | -
14. | EXCEPTIONAL ITEMS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Provisions | 452,539 | 259,372
| Write off of Directors Loan Account | - | 4,851,479
| Dilapidations | 378,550 | -
| Debtors settlement | 183,478 | -
|  | 1,014,567 | 5,110,851
| Exceptional items include following provisions: provision against the loan receivable which is outside of the routine business operations, provision against intercompany balances and reversal of provision against loan receivable. Exceptional items include the write-off of director loan account, dilapidations and debtors settlement. Write off of directors loan account, dilapidations and debtors settlement are included with administration expenses. Rest of the exceptional items are included in operating charges.
Page 22
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | INTANGIBLE ASSETS
|  | Goodwill
|  | £
| At 1 January 2025 | 20,000
| Disposals | (20,000)
| At 31 December 2025 | -
| At 1 January 2025 | 20,000
| On disposals | (20,000)
| At 31 December 2025 | -
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
Page 23
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | TANGIBLE FIXED ASSETS
|  | Long-term leasehold property | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 292,614 | 383,492 | 120,560 | 796,666
| Additions | - | 89,777 | 6,000 | 95,777
| Disposals | (292,614) | (286,695) | (116,435) | (695,744)
| At 31 December 2025 | - | 186,574 | 10,125 | 196,699
| Depreciation |  |  |  |
| At 1 January 2025 | 291,864 | 302,694 | 102,272 | 696,830
| Charge for the year on owned assets | 750 | 41,935 | 19,288 | 61,973
| Disposals | (292,614) | (285,749) | (116,435) | (694,798)
| At 31 December 2025 | - | 58,880 | 5,125 | 64,005
| Net book value |  |  |  |
| At 31 December 2025 | - | 127,694 | 5,000 | 132,694
| At 31 December 2024 | 750 | 80,798 | 18,288 | 99,836
Page 24
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | FIXED ASSET INVESTMENTS
|  | Loans to related entities
|  | £
| Cost |
| At 1 January 2025 | 61,307
| Amounts written off | (61,307)
| At 31 December 2025 | -
| At 1 January 2025 | 61,307
| Impairment on disposals | (61,307)
| At 31 December 2025 | -
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
18. | DEBTORS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | - | 883,558
|  | - | 883,558
| Due within one year |  |
| Trade debtors | 45,444 | 12,780
| Amounts owed by group undertakings | 5,105,563 | 15,329,746
| Other debtors | 998,278 | 2,515,054
| Prepayments | 170,462 | 194,022
| Deferred taxation | 349,477 | -
|  | 6,669,224 | 18,935,160
Page 25
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | CASH AND CASH EQUIVALENTS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,492,986 | 498,188
| Less: bank overdrafts | - | (1,124)
|  | 1,492,986 | 497,064
20. | CREDITORS: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | - | 1,124
| Bank loans | - | 154,810
| Trade creditors | 282,414 | 187,757
| Amounts owed to group undertakings | 170,526 | 4,000,566
| Corporation tax | - | (3,160)
| Other taxation and social security | 2,486,180 | 178,762
| Other creditors | 77,267 | 70,242
| Accruals | 977,497 | 545,970
|  | 3,993,884 | 5,136,071
21. | CREDITORS: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | - | 2,000,000
|  | - | 2,000,000
22. | DEFERRED TAXATION
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (18,695) | 18,310
| Charged to profit or loss | 368,172 | (37,005)
| At end of year | 349,477 | (18,695)
Page 26
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 22.DEFERRED TAXATION (CONTINUED)
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (28,785) | (18,695)
| Tax losses carried forward | 378,262 | -
23. | PROVISIONS
|  | Provision for cancellation
|  | £
| At 1 January 2025 | 6,371
| At 31 December 2025 | 6,371
| Provision for Cancellation Where income is recognised on inception of policies, provisions are made for the clawback of commissions on cancellation of policies. Policies can be cancelled mid-term.
24. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10,914,840 (2024 - 10,914,840) Ordinary shares of £0.050000 each | 545,742 | 545,742
|  | 1,775,148 (2024 - 1,775,148) Preferred ordinary shares of £0.000001 each | 2 | 2
|  |  | 545,744 | 545,744
25. | CONTINGENT LIABILITIES
The company has provided a guarantee to the bank for the subsidiaries borrowings of £1,025,921 (2024: £1,081,309). Page 27
UNION INCOME BENEFIT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
26. | PENSION COMMITMENTS
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £110,693 (2024: £45,821). Contributions totaling £32,984 (2024: £16,155) were payable to the fund at the balance sheet date.
27. | COMMITMENTS UNDER OPERATING LEASES
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | - | 78,705
|  | - | 78,705
28. | RELATED PARTY TRANSACTIONS
| The Company has taken advantage of the exemption available in FRS102 "Related party disclosures" whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group. Included in debtors is £4,383,677 (2024: £12,822,408) due from the parent company. At the balance sheet date the company was owed £721,886 (2024: £2,507,338 ) from fellow subsidiaries. At the balance sheet date the company owed £170,526 (2024: £6,000,566) to fellow subsidiaries.
29. | CONTROLLING PARTY
The immediate parent company in the current and preceding year is Embignell Limited, a company registered in England and Wales. The company considers Louvre Trust Limited, a company registered in Guernsey as trustees of the Flair Trust, to be its ultimate controlling party in the current and preceding year, by the virtue of its majority shareholding in the immediate parent company. The group for which consolidated financial statements are prepared which include the results of this company is headed by Embignell Limited, whose registered office is: 14th Floor 33 Cavendish Square London W1G 0PW
Page 28