Greenlight Re Marketing (UK) Ltd - Limited company accounts 25.1

REGISTERED NUMBER: 12988556 (England and Wales)

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

GREENLIGHT RE MARKETING (UK) LTD

Page

Company information

1

Report of the director

2

Report of the independent auditors

3

Income statement

6

Other comprehensive income

7

Balance sheet

8

Statement of changes in equity

9

Notes to the financial statements

10

Director:

Mr. Patrick O'Brien

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0BL

Registered number:

12988556 (England and Wales)

Auditors:

Deloitte Ireland LLP

Deloitte & Touche House

29 Earlsfort Terrace

Dublin 2

D02 AY28

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

Principal activity

The principal activity of the company in the year under review was that of providing marketing and management services to other companies within the Greenlight Re Group. These services include finance, underwriting, claims, information technology, office supplies and general administrative services

Events since the end of the year

Information relating to events since the end of the year is given in the notes to the financial statements.

Director

Mr. Patrick O'Brien held office during the whole of the period from 1 January 2025 to the date of this report.

Qualifying third-party indemnity provisions

The company provides indemnity and liability insurance for its directors through an insurance policy maintained by another group entity. This is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006. The indemnity was in force throughout the financial year and is currently in force.

Statement of director's responsibilities

The director is responsible for preparing the Report of the director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Statement as to disclosure of information to auditors

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Deloitte Ireland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

Mr. Patrick O'Brien - Director

10 August 2026

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of Greenlight Re Marketing (UK) Limited (the 'company'):

-

give a true and fair view of the assets, liabilities and financial position of the company as at 31 December 2025 and of the
profit for the financial year then ended; and

-

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including
Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and

-

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

-

the Income Statement;

-

the Statement of Other Comprehensive Income;

-

the Balance Sheet;

-

the Statement of Changes in Equity;

-

the related notes 1 to 13, including a summary of significant accounting policies as set out in note 2.

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).

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 auditor's 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 UK, including the Financial Reporting Council's (the 'FRC'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.

Other information

The other information comprises the information included in the Report of the Director and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Report of the Director and Financial Statements. 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.

Responsibilities of directors

As explained more fully in the Statement of Director's Responsibilities, 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.

Auditor's 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 auditor's 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

-

had a direct effect on the determination of material amounts and disclosures in the financial statements. This included UK
Companies Act; and

-

do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's
ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

-

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;

-

enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws
and regulations; and

-

reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinions 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.

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 any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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 auditor's 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.

Eimear McCarthy (Senior Statutory Auditor)

for and on behalf of Deloitte Ireland LLP

Deloitte & Touche House

29 Earlsfort Terrace

Dublin 2

D02 AY28

12 August 2026

TURNOVER

4,173,109

3,240,000

Administrative expenses

(4,021,018

)

(3,182,423

)

152,091

57,577

Other operating income

36,533

38,035

OPERATING PROFIT and

PROFIT BEFORE TAXATION

188,624

95,612

Tax on profit

5

(54,385

)

(50,189

)

PROFIT FOR THE FINANCIAL YEAR

134,239

45,423

PROFIT FOR THE YEAR

134,239

45,423

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

134,239

45,423

CURRENT ASSETS

Debtors

6

1,741,570

3,723,238

Cash at bank

4,550,060

1,934,007

6,291,630

5,657,245

CREDITORS

Amounts falling due within one year

7

(699,452

)

(291,657

)

NET CURRENT ASSETS

5,592,178

5,365,588

TOTAL ASSETS LESS CURRENT
LIABILITIES

5,592,178

5,365,588

CAPITAL AND RESERVES

Called up share capital

9

1

Other reserves

10

5,230,859

5,138,508

Retained earnings

10

361,318

227,079

SHAREHOLDERS' FUNDS

5,592,178

5,365,588

The financial statements were approved by the director and authorised for issue on 10 August 2026 and were signed by:

Mr. Patrick O'Brien - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

$

Balance at 1 January 2024

1

181,656

5,090,716

5,272,373

Changes in equity

Capital contribution

-

47,792

Total comprehensive income

-

45,423

-

45,423

Balance at 31 December 2024

1

227,079

5,138,508

5,365,588

Changes in equity

Capital contribution

-

92,351

Total comprehensive income

-

134,239

-

134,239

Balance at 31 December 2025

1

361,318

5,230,859

5,592,178

1.	STATUTORY INFORMATION

Greenlight Re Marketing (UK) Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The Company's functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 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 paragraphs 26.18(b), 26.19 to 26.21 and 26.23.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents amounts charged to the company’s parent and other group companies under a service agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 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.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit and loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

2025

2024

$

Wages and salaries

2,662,474

1,774,036

Social security costs

310,067

255,536

Other pension costs

168,678

135,784

Group stock incentive*

92,351

47,792

Life and disability benefit

30,923

15,993

3,264,493

2,229,141

*Group stock compensation is in the form of of restrictive share units of the parent and relates to 2025 and prior years.

In accordance with note 2, the Company meets the definition of a qualifying entity under FRS 102, and has taken an exemption in relation to disclosing share-based compensation.

The average number of employees during the period was as follows:

Employees

18

14

$

Director's remuneration

-

The director has not received remuneration during the financial year.

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

$

Auditors' remuneration

26,078

28,897

Foreign exchange differences

(65,062

)

46,126

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

$

Current tax:

UK corporation tax

69,952

50,189

Adjustment to prior year tax

(15,567

)

-

Tax on profit

54,385

50,189

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

$

Profit before tax

188,624

95,612

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 -
25%)

47,156

23,903

Effects of:

Expenses not deductible for tax purposes

19,418

-

Difference adjustment

1,226

26,286

Restricted stock expense

2,152

-

Prior year over provision

(15,567

)

-

Total tax charge

54,385

50,189

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

Amounts owed by group undertakings

1,240,008

852,276

Other debtors

1,439

-

Note receivable from related party

-

2,827,087

Loan receivable from related party

331,695

-

Prepayments

168,428

43,875

1,741,570

3,723,238

The note receivable relates to a working capital facility the company provided to a related party entity in the UK. Under the facility the company receives interest of 1%. The facility is repayable on demand but not prior to 31 December 2024. All other amounts owed by group undertakings are unsecured, interest free and repayable on demand.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

Tax

58,252

49,420

Accrued expenses

641,200

242,237

699,452

291,657

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

$

Within one year

153,938

50,003

Between one and five years

243,736

-

397,674

50,003

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

$

1

Ordinary

$1

1

10.

RESERVES

Retained

Other

earnings

reserves

Totals

$

At 1 January 2025

227,079

5,138,508

5,365,587

Profit for the year

134,239

-

134,239

Capital contribution

-

92,351

At 31 December 2025

361,318

5,230,859

5,592,177

For the period 1st January 2024 to 31st December 2025, $92,351 (2024: $47,792) of the group share based benefit expense was recognised in the company's equity as capital contribution from the parent.

The following describes the nature and purpose of each reserve within equity:

Called up share capital

Amount subscribed for share capital at nominal value which remain fully paid up.

Capital contribution reserve

Non-refundable capital introduced by the shareholder of the company, contributed with no beneficial interest in the debt or equity of the company.

Capital contribution - share based payment payments

Amount of share based benefit contributed by the shareholder of the company. This is recognised as an expense in the Statement of Comprehensive Income.

Retained Earnings

All other net gains and losses and transactions attributable to the shareholder of the company.

11.	OTHER RELATED PARTY TRANSACTIONS

The Company undertakes transactions with other group undertakings. Transactions between the Company and other wholly owned subsidiaries Greenlight Capital Re, Ltd are not disclosed as the Company has taken advantage of the exemption under FRS 102 (section 33) not to disclose transactions between two or more members of a group provided that any subsidiary which is a party to the transaction is wholly owned by the ultimate parent undertaking.

12.	POST BALANCE SHEET EVENTS

There have been no material events between the statement of financial position date and the date of approval of these accounts.

13.	CONTROLLING PARTY

The Company is a wholly owned subsidiary of Greenlight Capital Re, Ltd., a company resident in the Cayman Islands. The largest and smallest group in which the financial statements of Greenlight Re Marketing (UK) Ltd, are consolidated is that headed by Greenlight Capital Re, Ltd. The consolidated financial statements of Greenlight Capital Re, Ltd. are publicly available on the website www.greenlightre.com.