EGV (Holdings) Limited

Registered number: 12242685

Annual report and financial statements

for the year ended 31 December 2025

EGV (Holdings) Limited

Contents

1. | Group Strategic Report | 1-3
2. | Directors' Report | 4-5
3. | Directors' Responsibility Statement | 6
4. | Independent Auditor's Report to the Members of EGV (Holdings) Limited | 7-9
5. | Consolidated Statement of Income and Retained Deficit | 10
6. | Consolidated Balance sheet | 11
7. | Company Balance Sheet | 12
8. | Company Statement of Changes in Equity | 13
9. | Consolidated Statement of Cash Flows | 14
10. | Notes to the Consolidated Financial Statements | 15-31

EGV (Holdings) Limited

Group Strategic Report

The directors present the Group Strategic Report, Directors' Report, the audited consolidated financial statements and the standalone financial statements of EGV (Holdings) Limited (“the Company”) for the year ended 31 December 2025. The consolidated financial statements have been prepared in accordance with the Companies Act of 2006, requiring a parent company incorporated in the United Kingdom (“UK”) with subsidiary undertakings to prepare consolidated accounts in addition to their individual accounts. See note 1 for more information. The Company was incorporated on 3 October 2019 and commenced trading in October 2019.

Business review

The Company through its subsidiaries (“the Group”) is a managing general underwriter group that designs underwriting products for carriers and distributes the products through a large portfolio of regulated brokers. The Group operates under the brands of Eaton Gate, Broker Express and Artsure in the UK market. In April 2026, the Company agreed to sell its indirect subsidiary, EGV HoldCo 2 Limited and its subsidiaries (“the divested Group”), to DOXA Insurance Holdings LLC. The transaction remains subject to regulatory approval and is expected to complete in the fourth quarter of 2026. Following completion, the divested Group is expected to continue trading under new ownership.

Outlook

The divested Group is dedicated to achieving robust underwriting results for its insurer partners. We achieve strong new business growth and retention by providing a high level of service for our distribution partners. With a solid platform in place, the Group is committed to delivering strong and sustainable underwriting returns. The Group is well-positioned to achieve sustainable growth by serving third-party brokers under its well-known brands.

Once the divestment is complete, the directors intend to initiate the orderly winding up of the Company as a separate legal entity. Consequently, the standalone and consolidated financial statements have been prepared on a basis other than going concern.

Financial performance and key performance indicators

We use adjusted earnings before interest, tax, depreciation, and amortisation (“EBITDA”) and its associated margin percentage as our management key performance indicator. Adjusted EBITDA removes other non-operating items and costs incurred. This includes non-recurring items including sliding scale commission losses, impairment and other non-operating costs. Other non-operating costs are consulting, and professional fees associated with a group restructure and long-term financing as well as equity and debt holder related expenses which are either not recurring or do not relate to the day-to-day operating activities for the Group. Adjusted operating margin excludes the impact of certain items including depreciation of tangible assets, amortisation of intangible assets, finance costs, capital or debt-related transaction costs, restructuring costs, and other non operating items such as expenses paid to debt and shareholders that management cannot control and is reflective of capitalisation structures rather than core operating performance.

EGV (Holdings) Limited

Group Strategic Report

The directors are satisfied with the Group's performance as a result of its development within its chosen markets, products and services. The insurance market conditions have been generally favourable for the year to develop profitable underwriting products that bring value to the insured. Below is our reconciliation of loss before taxation to adjusted EBITDA.

|  | 2025
| Notes | £
Loss before taxation |  | (18,776,966)
Finance costs and similar charges | 4 | 13,753,143
Amortisation of intangible assets | 4, 8 | 837,442
Amortisation of goodwill | 4, 8 | 11,067,636
Depreciation of tangible assets | 4, 9 | 68,878
EBITDA |  | 6,950,133
Sliding scale commissions |  | 1,706,582
Other exceptional and non-operating costs | see page 2 | 1,325,857
Adjusted EBITDA |  | 9,982,572

The “Other exceptional and non-operating costs” line on the immediately preceding table is split into non-recurring costs of £917,905 from the divested Group and £407,952 of professional fees from the Company which is expected not to operate in the future.

The Group has net liabilities of £84,645,868 (2024: net liabilities of £64,810,170) and net current assets of £7,699,738 (2024: net current liabilities of £35,232,173) at 31 December 2025. After performing an extensive business and cash forecasting exercise and making appropriate enquires, the directors have reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of signing of these financial statements. See note 1 for further details.

Non-financial key performance indicators include staffing levels which have ranged from 121-127 throughout the year (2024: 95-107).

Principal risks and uncertainties

In pursuing its business objectives, the Group is exposed to a range of risks. As part of its overall governance and control arrangements, the Group operates a Risk Management Framework designed to identify, assess, manage, monitor and report on these risks.

The Group faces a range of risks and uncertainties that are described in more detail below:

Financial risks

Relationship with insurers

A withdrawal by insurance companies of underwriting capacity or products in circumstances where no replacement underwriting capacity or products can be procured would be a risk to our business performance. The directors believe that the Group built a strong panel of insurer partners built on a collaborative effort and embedded controls that routinely monitor portfolio performance and look to deliver improved underwriting results. The Group insurers are committed to supporting the Group growth objectives. A pipeline of new insurers to join the panel also exists to further support the Group growth and current business needs.

Regulatory risk

Changes to regulatory environment

The Group business is primarily regulated by the UK Financial Conduct Authority and the Gibraltar Financial Services Commission. The regulators also impose certain minimum capital and liquidity requirements on the Group as well as a Senior Managers and Certification Regime for key control owners and the Senior Management team. The regulatory requirements that apply to our business may change from time to time, which may lead to one off or additional costs to the business in order to achieve ongoing compliance. The directors consider these risks to be manageable based on the current regulatory environment and outlook.

EGV (Holdings) Limited

Group Strategic Report

Economic risk

Insurance market volatility

The Group derives most of its revenue from commissions and fees for underwriting and broking services. Commissions are generally based on insurance premiums, which are cyclical in nature and may vary based on market conditions. A significant reduction in commissions, along with general volatility or declines in premiums, could have an adverse effect on our business. The directors consider these risks to be manageable based on the current insurance market outlook.

Conflict in Europe and the Middle East

The Group's general insurance business does not have exposure to Israel, Palestine, Russia or Ukraine, and does not conduct operations in the affected regions. The conflicts in Ukraine and Palestine and ongoing disruption to global supply chains have the potential to lead to heightened claims inflation, which in turn may have an impact on commission earned from the insurers based on the profit of the underlying book of business. While the impacts of heightened claims inflation can be mitigated via pricing actions, our ability to price for inflation is dependent on market, competitor and customer behaviour. The directors are continuing to closely monitor the situation and the direct and indirect impact on the Group.

Inflation risk

Inflation risk may arise primarily from the Group's exposure to general insurance claims inflation affecting the pricing of products, to inflation-linked benefits within the defined benefit staff pension schemes and to expense inflation. Increases in long-term inflation expectations are closely linked to long-term interest rates and so are frequently considered with interest rate risk. The directors will continue to monitor the exposure to inflation risk through capital modelling, sensitivity testing and stress and scenario testing.

Interest rate risk

The Group is exposed to interest rate risk arising from its lending facility, which has a variable component tied to sterling overnight index average (“SONIA”).

Management actively monitors interest rate movements and their potential impacts on the Group's financial position and performance. Strategies to manage interest rate risk may include, refinancing options, or adjusting the composition of the Group's financing sources.

Management remains committed to prudently managing interest rate risk, implementing appropriate risk mitigation strategies, and maintaining transparent disclosure practices to support informed decision-making by investors and other stakeholders.

Approved by the Board and signed on its behalf by:

___________________________________

Joseph Patrick Hoffmann

Director

Date: 7 August 2026

20 St. Dunstan's Hill

London

EC3R 8HL

EGV (Holdings) Limited

Directors' Report

EGV (Holdings) Limited was incorporated on 3 October 2019.

The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is 20 St. Dunstan's Hill, London, EC3R 8HL.

Directors

The directors who served throughout the year up to the date of this report, were as follows:

Gary Burke (resigned 30 June 2026)

Hubert Alastair Speare-Cole

Ian Clark

Jonathan Matthews

Joseph Patrick Hoffmann (appointed 4 July 2025)

Magenta Partners LLP

Results and dividends

The Group loss for the year was £19,835,698 (2024: loss of £24,747,509), has net liabilities of £84,645,868 (2024: net liabilities of £64,810,170) and net current assets of £7,699,738 (2024: net current liabilities of £35,232,173) at 31 December 2025.

No ordinary dividends were paid (2024: £Nil). The directors do not recommend payment of a final dividend (2024: £Nil).

Political donations

The Group did not make political donations during the year (2024: Nil).

Charitable donations

The Group made no charitable donations during the year (2024: Nil).

Research and development costs

The Group did not have activities in the field of research and development during the year (2024: Nil).

Future developments

Details of future developments can be found in the Group Strategic Report within the “Outlook section”.

Financial risk management objectives and policies

Detail of financial risk management objectives and policies can be found in the Group Strategic Report within the “Principal risk and uncertainties section”.

Directors' indemnities

The Company made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. The indemnity also covers directors of other companies in the Group as required by law.

EGV (Holdings) Limited

Directors' Report

Auditors

Each of the persons who is a director at the date of approval of this report confirms that:

• | so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
• | the director 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 auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

A resolution to reappoint Deloitte LLP will be proposed at the forthcoming Annual General Meeting.

Going concern

In April 2026, the Company agreed to sell its indirect subsidiary, EGV HoldCo 2 Limited and its subsidiaries (“the divested Group”), to DOXA Insurance Holdings LLC. The transaction remains subject to regulatory approval and is expected to complete in the fourth quarter of 2026. Following completion, the divested Group is expected to continue trading under new ownership.

However, the Group headed by EGV (Holdings) Limited is expected to cease to exist and the directors intend to initiate the orderly winding up of the Company. Accordingly, the directors have concluded that it is not appropriate to prepare the standalone or consolidated financial statements of EGV (Holdings) Limited on a going concern basis. The financial statements have therefore been prepared on a basis other than going concern.

Further details regarding going concern are in note 1(d) to the consolidated financial statements.

Subsequent events

Please refer to note 23 for details on subsequent events.

Approved by the Board and signed on its behalf by:

______________________________

Joseph Patrick Hoffmann

Director

Date: 7 August 2026

20 St. Dunstan's Hill

London

EC3R 8HL

EGV (Holdings) Limited

Directors' Responsibility Statement

The directors are responsible for preparing the annual report and 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 United Kingdom Generally Accepted Accounting Practice (“UK Accounting Standards and applicable law”) including FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". The financial statements are required by law to 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 year.

In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and then apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK Accounting Standards have been followed; and
• | 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 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Independent Auditor's Report to the Members of EGV (Holdings Limited)

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of EGV (Holdings) Limited (the ‘parent company') and its subsidiaries (the ‘group'):

• | give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;
• | 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 consolidated statement of income and retained deficit;
• | the consolidated and parent company balance sheets;
• | the parent company statements of changes in equity;
• | the consolidated cash flow statement; and
• | the related notes 1 to 23.

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 group and the parent 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.

Emphasis of matter - Financial statements prepared other than on a going concern basis

We draw attention to note 1(d) in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's 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.

Independent Auditor's Report to the Members of EGV (Holdings Limited)

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 group's and the parent 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 group or the parent 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 group's industry and its control environment, and reviewed the group'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 group's business sector.

We obtained an understanding of the legal and regulatory framework that the group 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. These included UK and Gibraltar Companies Act, pensions legislation and tax legislation; and
• | did not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. These included the Financial Conduct Authority (‘FCA') regulations and the Gibraltar Financial Services Commission (‘GFSC') regulation.

We discussed among the audit engagement team, including relevant internal specialists such as tax, actuarial, valuations and IT specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address it are described below:

The accuracy of turnover - sliding scale commission, as there is volatility in the loss ratios and a risk that revenue cannot be measured reliably, which makes it a key estimate of management, and our procedures performed to address it are described below:

• | gained an understanding of management's process for sliding scale revenue recognition and obtained an understanding of the relevant controls;
• | with the assistance of our actuarial specialists, we challenged the ultimate loss ratio calculations performed by management, in particular to benchmark the loss ratios for the business conducted by the company to understand it's performance against the market;
• | tested the mathematical accuracy of management's sliding scale calculations; and assessed whether the information in management's claims reports was complete and accurate.

Independent Auditor's Report to the Members of EGV (Holdings Limited)

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, reviewing internal audit reports, and reviewing correspondence with HMRC, FCA, and GFSC.

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 group and of the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company 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.

Nicholas Bowker, FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

7 August 2026

EGV (Holdings) Limited

Consolidated Statement of Income and Retained Deficit

For the year ended 31 December 2025

|  | 2025 | 2024
| Notes | £ | £
Turnover | 3 | 23,799,408 | 23,310,828
Administrative costs | 4 | (28,823,231) | (30,247,750)
Operating loss |  | (5,023,823) | (6,936,922)
Finance costs and similar charges | 4 | (13,753,143) | (17,013,682)
Loss before taxation |  | (18,776,966) | (23,950,604)
Taxation | 16 | (1,058,732) | (796,905)
Loss for the year |  | (19,835,698) | (24,747,509)
Retained deficit at 1 January | 15 | (64,854,286) | (40,106,777)
Loss for the year | 15 | (19,835,698) | (24,747,509)
Retained deficit at 31 December | 15 | (84,689,984) | (64,854,286)

The Group has no other comprehensive income (2024: Nil). Accordingly, no consolidated statement of comprehensive income has been presented.

In 2025 and 2024, other than results from the Company, all amounts relate to continuing operations.

In 2025 and 2024, the Company elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the parent company profit and loss.

There are no recognised gains or losses other than the loss for the year (2024: Nil).

The notes on pages 1 7 to 3 3 form part of these consolidated financial statements.

EGV (Holdings) Limited

Consolidated Balance Sheet

At 31 December 2025

|  | 2025 | 2024
| Notes | £ | £
Fixed assets |  |  |
Intangible assets | 8 | 2,614,209 | 2,566,600
Tangible assets | 9 | 133,556 | 131,654
Goodwill | 8 | 49,804,349 | 60,871,985
Total fixed assets |  | 52,552,114 | 63,570,239
Current assets |  |  |
Debtors: amounts falling due within one year | 10 | 3,613,975 | 4,903,216
Deferred tax asset | 11 | 649,799 | 966,586
Cash at bank and in hand | 12 | 11,678,205 | 7,183,827
Total current assets |  | 15,941,979 | 13,053,629
Current liabilities |  |  |
Creditors: amounts falling due within one year | 13 | (7,807,643) | (47,851,204)
Deferred tax liability | 11 | (434,598) | (434,598)
Total current liabilities |  | (8,242,241) | (48,285,802)
Net current assets/(liabilities) |  | 7,699,738 | (35,232,173)
Total assets less current liabilities |  | 60,251,852 | 28,338,066
Creditors: amounts falling due after more than one year | 14 | (144,897,720) | (93,148,236)
Net liabilities |  | (84,645,868) | (64,810,170)
Capital and reserves |  |  |
Called-up share capital | 15 | 1 | 1
Share premium | 15 | 44,115 | 44,115
Retained deficit | 15 | (84,689,984) | (64,854,286)
Total capital and reserves |  | (84,645,868) | (64,810,170)

The financial statements were approved by the Board and were signed on its behalf on 7 August 2026.

Joseph Patrick Hoffmann

Director

EGV (Holdings) Limited

Company Balance Sheet

Registered number: 12242685

At 31 December 2025

|  |  | Restated
|  | 2025 | 2024
| Notes | £ | £
Fixed investment in subsidiary asset | 7 | 101,271,458 | 101,271,458
Current assets |  |  |
Debtors: amounts falling due within one year | 10 | 5,115 | 5,115
Cash at bank and in hand | 12 | 923 | 463
Total current assets |  | 6,038 | 5,578
Creditors: amounts falling due within one year | 13 | (162,760) | (34,369,391)
Net current liabilities |  | (156,722) | (34,363,813)
Total assets less current liabilities |  | 101,114,736 | 66,907,645
Creditors: amounts falling due after more than one year | 14 | (128,490,599) | (92,545,019)
Net liabilities |  | (27,375,863) | (25,637,374)
Capital and reserves |  |  |
Called-up share capital | 15 | 1 | 1
Share premium | 15 | 44,115 | 44,115
Retained deficit | 15 | (27,419,979) | (25,681,490)
Total capital and reserves |  | (27,375,863) | (25,637,374)

The 2024 balance sheet was restated as detailed on note 22.

In 2025 and 2024, the Company elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the parent company profit and loss.

The loss for the year dealt with in the financial statement of the parent company was £1,738,489 (restated 2024: profit of £16,857,074).

The financial statements were approved by the Board and were signed on its behalf on 7 August 2026.

Joseph Patrick Hoffmann

Director

EGV (Holdings) Limi ted

Company Statement of Changes in Equity

At 31 December 2025

| Called-up share capital | Share premium | Retained deficit (restated) | Total capital and reserves
| £ | £ | £ | £
At 1 January 2024 | 1 | 44,115 | (42,538,564) | (42,494,448)
Profit for the year (restated) | 0 | 0 | 16,857,074 | 16,857,074
At 31 December 2024 | 1 | 44,115 | (25,681,490) | (25,637,374)
Loss for the year | 0 | 0 | (1,738,489) | (1,738,489)
At 31 December 2025 | 1 | 44,115 | (27,419,979) | (27,375,863)

See note 15 for details of the capital and reserves. See note 22 for details of restated 2024 balances.

EGV (Holdings) Limited

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

|  | 2025 | 2024
| Notes | £ | £
Cash flows from operating activities |  |  |
Loss for the year |  | (19,835,698) | (24,747,509)
Adjustments for: |  |  |
Amortisation of intangible assets | 4, 8 | 837,442 | 822,756
Amortisation of goodwill | 4, 8 | 11,067,636 | 11,067,636
Depreciation of tangible assets | 4, 9 | 68,878 | 68,239
Finance costs and similar charges | 4 | 13,753,143 | 14,660,66 3
Other non-cash administrative expenses |  | 231,261 | 525,000
Unwinding of discount | 12, 14 | 467,796 | 366,762
Taxation | 16 | 1,058,732 | 796,905
Decrease/(increase) in trade and other debtors |  | 1,289,241 | (1,379,550)
(Decrease)/increase in trade creditors |  | (7,356,666) | 3,770,731
Cash from operations |  | 1,581,765 | 5,951,633
Income tax paid/(recovered) |  | 488,373 | (1,021,347)
Net cash generated from operating activities |  | 2,070,138 | 4,930,286
Cash flows from investing activities |  |  |
Purchase of tangible assets | 9 | (70,780) | (132,146)
Purchase of intangible assets | 8 | (885,051) | (860,534)
Net cash used in investing activities |  | (955,831) | (992,680)
Cash flows from financing activities |  |  |
Advances from loans |  | 44,152,164 | 2,500,000
Repayment of loans | 12 | (34,148,473) | (4,625,000)
Finance costs and similar charges paid | 12 | (6,623,620) | (3,289,020)
Net cash generated from/(used in) financing activities |  | 3,380,071 | (5,414,020)
Net increase/(decrease) in cash at bank and in hand |  | 4,494,378 | (1,476,414)
Cash at bank and in hand at 1 January | 12 | 7,183,827 | 8,660,241
Cash at bank and in hand at 31 December | 12 | 11,678,205 | 7,183,827

Cash at bank and in hand includes cash at bank and restricted funds (see note 12).

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the current and prior years.

a. General information and basis of accounting

EGV (Holdings) Limited is a company incorporated in the UK under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is 20 St. Dunstan's Hill, London, EC3R 8HL.

The principal activity of the Group and the Company is that of insurance intermediation and investment holding, respectively.

The financial statements have been prepared under the historical cost convention, and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council and with the Companies Act 2006.

The functional currency of the Company and the Group is considered to be pounds sterling because that is the currency of the primary economic environment in which they operate. The consolidated financial statements are also presented in pounds sterling and are rounded to the nearest whole pounds sterling, except where otherwise indicated.

The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to:

• | share-based payments; true
• | financial instrument disclosures;
• | presentation of related party transactions true ;
• | remuneration of key management personnel; and true
• | preparing a separate profit and loss statement and cashflow statement as per Section 408 of the Companies Act 2006. true

b. Basis of consolidation

The consolidated financial statements present the results of the Group as if they formed a single entity. Intercompany transactions and balances between the Group companies are therefore eliminated in full as all subsidiaries are wholly owned by the Company.

c. Business combinations

The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Business combinations are accounted for under the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement income and retained deficit from the date on which control is obtained. They are deconsolidated from the date control ceases. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. In accordance with Section 35 of FRS 102 (“Transition to FRS 102”), Section 19 of FRS 102 (“Business Combinations and Goodwill”) has not been applied in these financial statements in respect of business combinations effected prior to the date of transition.

Goodwill is initially measured as the excess of the fair value of the consideration transferred and of the non-controlling interest over the fair value of the net of the identifiable assets acquired and liabilities assumed. If goodwill is negative (i.e. a shortfall instead of an excess), it is recognised in profit or loss. Goodwill is amortised over 10 years. Where there are indicators of impairment, the investment as a whole is tested for impairment.

Investment in subsidiary is accounted for at cost less impairment in the Company financial statements.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

d. Going concern

The directors separately assessed the Group, Company and divested Group's ability and intent to continue as a going concern.

(i) The Company and the Group

In April 2026, the Company agreed to sell its indirect subsidiary, EGV HoldCo 2 Limited and its subsidiaries (“the divested Group”), to DOXA Insurance Holdings LLC. The transaction remains subject to regulatory approval and is expected to complete in the fourth quarter of 2026. Following completion, the divested Group is expected to continue trading under new ownership and the directors intend to initiate the orderly winding up of the Company as a separate legal entity.

As a result, the directors have concluded that it is no longer appropriate to prepare the consolidated financial statements of the Group headed by EGV (Holdings) Limited and the Company financial statements on a going concern basis and therefore have prepared the financial statements on a basis other than going concern.

No provision has been recognised for future winding-up costs except where a present obligation existed at the balance sheet date and the recognition criteria were met.

The divested Group has prepared its consolidated and standalone financial statements on a going concern basis, as it is expected to continue operating under new ownership. The consolidated financial statements of the divested Group have been filed separately and are available from Companies House.

(ii) The divested Group

The divested Group has net current assets of £43,016,590 (2024: net current liabilities of £820,958). The directors consider the going concern basis to be appropriate following their assessment of the divested Group's financial position and its ability to meet its obligations as and when they fall due. In making the going concern assessment the directors have taken into account the following:

• | The divested Group' capital structure, operations and liquidity.
• | Base case and stressed cash flow forecasts over the calendar years 2026 and 2027.
• | The principal risks facing the divested Group and mitigations in place.
• | Actual trading and cashflows of the divested Group.

The divested Group took steps to bolster its going concern assumption. On 23 December 2024 the divested Group signed a five-year term debt facility with the capacity to borrow up to £43,500,000 million with NorthWall Capital (“NWC”). The divested Group drew down on 14 January 2025, using the proceeds to repay its existing Investec loan. The facility requires quarterly interest payments, an advisory agreement and expires on 14 January 2030.

The directors continue to consider the wider operational and financial consequences of global political and economic tensions (including related to the Ukrainian and Middle East conflicts, inflation and increasing interest rates). In particular:

• | Insurance is a resilient and defensive market, which has historically had limited impact from past economic or capital market downturns. The divested Group is highly diversified and not unduly exposed to a single carrier, customer or market sector.
• | As a result of Russia invading Ukraine and the Middle East conflict, we have seen sanctions legislation from a range of legislators, with sanctioned entities and individuals. The divested Group has no appetite for potential breaches of applicable sanctions regimes and applies appropriate controls including automated screening of clients against relevant sanctions lists. We continue to actively monitor the situation as it develops and will respond accordingly as new sanctions are enacted.

Finally, the anticipated new owner of the divested Group, as described in the Company going concern assessment below, is anticipated to inject reasonable capital to continue supporting operational growth.

Based on the above financing, anticipated capital injection and analysis of current and future cash generating capabilities, the directors have deemed the divested Group to be a going concern. Following the assessment of the divested Group's financial position and its ability to meet its obligations as and when they fall due, the directors are not aware of any material uncertainties that cast significant doubt on the divested Group's ability to continue as a going concern.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

e. Intangible fixed assets

Intangible fixed assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Software development and other asset costs are recognised as an intangible fixed asset when all of the following criteria are demonstrated:

• | The technical feasibility of completing the software so that it will be available for use or sale.
• | The intention to complete the software and use or sell it.
• | The ability to use the software or to sell it.
• | How the software will generate probable future economic benefits.
• | The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.
• | The ability to measure reliably the expenditure attributable to the software during its development.

Amortisation is charged to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. The intangible assets are amortised over the following useful economic lives:

• | Software development and other assets | 5-7 years
• | Renewal rights | 5 years

If there is an indication that there has been a significant change in amortisation rate or residual value of an asset, the amortisation of that asset is revised prospectively to reflect the new expectations.

Software development costs have been capitalised in accordance with FRS 102, Section 18 (“Intangible Assets other than Goodwill”) and are therefore not treated, for dividend purposes, as a realised loss.

f. Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and recognised impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

• | Computer Hardware | 4 years
• | Leasehold improvements | 3 years (over the lease term of lease)

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

g. Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

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 Group after deducting all of its liabilities.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the fu ture payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

(ii) Investment in subsidiary

In the Company balance sheet, investment in subsidiary is measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

(iii) Cash at bank and in hand

Cash at bank and in hand comprise cash in hand and deposits which are readily available and which are subject to insignificant risk changes in value and have an original maturity of three months or less at acquisition. The carrying amount of cash at bank and in hand is approximately equal to fair value.

(iv) Debtors

Debtors are measured at transaction price, less any impairment. Loans receivables 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. Financial assets within debtors include deposits, staff loan, loan facility asset and net commissions due.

(v) Creditors

Creditors are measured at transaction price and subsequently measured at amortised cost. Other financial liabilities including share warrants and bank loan are measured initially at fair value, net of transaction costs, and are measured subsequently at fair value to account for complex or non-standard payment terms and interest. Financial liabilities within creditors include trade creditors, accruals, payroll liabilities, pension liabilities, net due to insurers, business combination loan, loans and bank lo ans.

(vi) Insurance intermediary assets and liabilities

Insurance intermediaries usually act as agents in placing the insurable risks of their clients with insurers and, as such, generally are not liable as principles for amounts arising from such transactions.

In recognition of this relationship, debtors from insurance broking transactions are not included as an asset of the Company. Other than the receivable for revenue not yet received for fees and commissions earned on a transaction, no recognition of the insurance transaction occurs.

Acting as agent, the Group does not meet the definition of a financial institution under FRS 102 and accordingly has taken relief from providing additional disclosure in accordance with FRS 102, Section 34 (“Specialised Activities”) subsections 17 to 33.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

h. Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in years different f rom those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the Group is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are offset only if: a) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

i. Turnover

Turnover comprises of commissions and fees associated with placement of insurance contracts, net of commissions payable to other directly involved parties. Net commission is recognised on the later of the date coverage incepts or the policy document is issued. The same method is used for adjustments to commission arising from premium additions or reductions.

Profit share arrangements and commission rate slides, under some of the arrangements an additional commission is earned from the insurer based on the profit of the underlying book of business. The additional commission is recognised on a best estimate basis only to the extent that it is highly probable that a significant reversal in the amount of commission will not occur.

j. Employee benefits

For defined contribution schemes the amount charged to the profit and loss account in respect of pension costs and other retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

k. Leases

The Group as lessee

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

l. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision a re expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

m. Insurance intermediary assets and liabilities

Some of the Group subsidiaries act as underwriting agents and as such are insurance intermediaries. Insurance intermediaries, generally, are not liable as principals for the amount arising from such transactions. As such, insurance liability balances are shown net of the related insurance debtors to the extent to which the Group bears no risk.

2. Critical accounting judgements and estimates

In the application of the Group's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

There are costs arising from legal actions that the Group accrues when they become probable and reasonably estimable. Other than those already recorded, all other liabilities arising from legal action are assessed to be remote.

Critical Accounting Judgements & Estimates

The following are the critical judgements that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. These also are the key sources of estimation uncertainty.

Turnover recognition

The Group is a party to trading deals, such as profit sharing and commission slide arrangements. These arrangements adjust the consideration that the Group is entitled to for satisfying its performance obligations, and the amount and timing of turnover subject to these arrangements is inherently uncertain. The Group applies judgement in estimating the related variable consideration, which is measured on a best estimate basis using the ‘most likely amount' method, and which is recognised to the extent that a significant reversal will not occur (a constraint).

In making the estimate, the Group uses historical, current and forecast information that is reasonably available to it. Estimates of the variable consideration are assessed at the end of each reporting year to determine whether they need to be revised. The underwriting results are reviewed by the Group and the insurer on a regular basis, and information provided by the insurer is used to refine the estimated amount of consideration.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

The profit share and commission slide arrangements are sensitive to changes in ultimate loss ratios results. A sensitivity analysis was conducted to illustrate the potential impact of changes to the ultimate loss ratios. Assuming all other factors remain consistent a 5% increase in the ultimate loss ratio would lead to a decrease of profit commission and sliding commissions by approximately £2,780,322 (2024: decrease of £782,000). Conversely, a 5% decrease in the ultimate loss ratio would increase the profi t commission and sliding commissions by approximately £2,536,243 (2024: increase of £2,370,000).

Impairment of investments in subsidiaries

As required by FRS 102 the Company reports a company only balance sheet, which represents an unconsolidated view of a stand-alone company balance sheet. Included in this balance sheet is investments in subsidiaries, which gets eliminated upon consolidation. Impairment testing of this asset is completed at the Company level using a conservative fair market value approach using market multiples times adjusted EBITDA less net debt inclusive of all debt including debt owed to shareholders and costs of disposal. This prudent fair value approach uses a simplified EBITDA multiplied by what we consider to be a conservative multiple given it excludes adjustments buyers might apply to the EBITDA for synergies. A change in the assumed multiple of EBITDA of one will result in a change in the assumed carrying value equal to one year of adjusted EBITDA with a corresponding impairment of the same amount net of disposal fees. A change in the fair market value of investments in subsidiaries by 5% will swing impairment loss by £Nil (2024: £Nil).

Share warrant

The Group entered into a debt facility agreement that contained a share warrant instrument whereby the holder may pay a fixed amount to acquire 5% interest in the EGV HoldCo 2 Limited—an intermediate parent in the Group. Because the underlying shares are not publicly traded and there is no active market for the warrant itself, the Group must exercise significant judgement to determine its fair value. The Group judged that an option pricing model (specifically, the Black Scholes Merton model) is the most appropriate valuation technique. This requires judgement in selecting the model itself and in determining whether alternative valuation methods would yield a more reliable meas ure of fair value. A 5% change in the fair market value of the warrants will swing mark-to-market loss by £6,900 (2024: £55,200).

3. Turnover

The turnover of the Group for the year has been derived from its principal activity, providing services as an insurance intermediary. All turnover is generated from continuing operations in the UK. The sliding scale commission is recognised on a net basis. See notes 1i and 2 for policies and estimates surrounding this component.

Analysis of the Group's turnover by type is as follows:

| 2025 | 2024
| £ | £
Net commissions and fees | 24,196,809 | 23,310,492
Profit and sliding scale commissions | (397,401) | 0
Other income | 0 | 336
Total turnover | 23,799,408 | 23,310,828

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

4. Administrative, finance and audit costs

| 2025 | 2024
| £ | £
Administrative costs: |  |
Staff costs and directors' emoluments (see note 5) | 10,988,303 | 9,614,591
Lease of premises | 718,934 | 734,142
Marketing and travel and entertainment | 536,674 | 641,743
Information and technology costs | 1,472,919 | 954,985
Consulting and legal expenses | 432,702 | 463,778
Amortisation of intangible assets (see note 8) | 837,442 | 822,756
Amortisation of goodwill (see note 8) | 11,067,636 | 11,067,636
Depreciation of tangible assets (see note 9) | 68,878 | 68,239
Irrecoverable value-added tax | 549,871 | 484,093
Other non-operating costs | 2,149,872 | 5,395,787
Total administrative costs | 28,823,231 | 30,247,750
Finance costs and similar charges | 13,753,143 | 17,013,682
The analysis of the auditor's remuneration is as follows: |  |
Audit of entities in the Group other than the Company | 312,000 | 171,271
Audit of the Company | 80,000 | 78,603
Total auditor's remuneration | 392,000 | 249,874
Non audit fees: taxation compliance services | 9,078 | 7,530

5. Staff numbers and costs

The average number of employees for the Group, including directors, during the year was 123 (2024: 107). The Group considers all employees under “production and operations” as one category.

| 2025 | 2024
| £ | £
Wages and salaries | 9,116,681 | 8,155,175
National insurance costs | 1,228,918 | 918,580
Pension costs | 642,704 | 540,836
Total staff costs and directors' emoluments (see note 4) | 10,988,303 | 9,614,591

The Company had no employees during the year.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

6. Directors' emoluments

| 2025 | 2024
| £ | £
Wages and salaries | 1,584,542 | 1,171,720
National insurance costs | 142,606 | 99,497
Pension costs | 6,406 | 0
Total directors' emoluments | 1,733,554 | 1,271,217

The emoluments shown above reflect the total emoluments received by the directors of the Company in the year for services relating to the Company and other companies in the Group. These form part of the total staff costs in note 5. Emoluments are paid by the directors' employing company within the Group which is Vigilis (Holdings) Limited. The remuneration costs are then subsequently recharged.

The highest paid director aggregated emoluments and benefits are £702,848 (2024: £584,375). The value of the Company's contribution paid to a defined contribution pension scheme in respect of the highest paid director was £Nil (2024: £Nil).

The average number of directors for the Group during the year was 12 (2024: 12). The average number of directors for the Company during the year was 6 (2024: 5).

7. Investment in subsidiary

The Company has investment in and consolidated the following subsidiary undertaking:

Company | Registered office address | Country of incorporation | Shareholding
EGV HoldCo 1 Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100

EGV HoldCo 1 Limited (16075888) has taken advantage of Section 479A of the Companies Act 2006 from having an annual audit performed, EGV (Holdings) Limited has provided a parental guarantee.

Other indirect subsidiaries in the Group include:

Company | Registered office address | Country of incorporation | Shareholding
EGV HoldCo 2 Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Xigorn Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Eaton Gate (Holdings) Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Vigilis (Holdings) Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Equitable Services Limited | Madison Building, Midtown, Queensway, Gibraltar, GX11 1AA | Gibraltar | 100
Eaton Gate MGU Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Artsure Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Broker Express Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Eaton Gate Direct Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Eaton Gate Newco Limited | 20 St. Dunstan's Hill, London, EC3R 8HL | UK | 100
Vigilis Services Limited | Madison Building, Midtown, Queensway, Gibraltar, GX11 1AA | Gibraltar | 100

All investments in subsidiaries have been consolidated.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

8. Group intangible fixed assets and goodwill

| Intangible assets |  | Goodwill
| Software | Renewal | Other | Total | Total
| Development | Rights | Assets |  |
Fixed assets | £ | £ | £ | £ | £
Cost |  |  |  |  |
At 1 January 2025 | 6,145,631 | 310,000 | 0 | 6,455,631 | 110,676,346
Purchase | 870,042 | 0 | 15,009 | 885,051 | 0
At 31 December 2025 | 7,015,673 | 310,000 | 15,009 | 7,340,682 | 110,676,346
Amortisation |  |  |  |  |
At 1 January 2025 | 3,635,864 | 253,167 | 0 | 3,889,031 | 49,804,361
Amortisation (see note 4) | 777,857 | 56,833 | 2,752 | 837,442 | 11,067,636
At 31 December 2025 | 4,413,721 | 310,000 | 2,752 | 4,726,473 | 60,871,997
Net book value at 31 December 2025 | 2,601,952 | 0 | 12,257 | 2,614,209 | 49,804,349
Net book value at 1 January 2025 | 2,509,767 | 56,833 | 0 | 2,566,600 | 60,871,985

9. Group tangible fixed assets

| Computer | Leasehold | Total
| Hardware | Improvements |
| £ | £ | £
Cost |  |  |
At 1 January 2025 | 410,086 | 13,869 | 423,955
Purchase | 68,422 | 2,358 | 70,780
At 31 December 2025 | 478,508 | 16,227 | 494,735
Depreciation |  |  |
At 1 January 2025 | 278,432 | 13,869 | 292,301
Depreciation (see note 4) | 68,842 | 36 | 68,878
At 31 December 2025 | 347,274 | 13,905 | 361,179
Net book value at 31 December 2025 | 131,234 | 2,322 | 133,556
Net book value at 1 January 2025 | 131,654 | 0 | 131,654

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

10. Debtors

| Group | Company
|  |  |  | Restated
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Amounts falling due within one year |  |  |  |
Prepayments | 306,079 | 200,850 | 0 | 0
Deposits | 118,751 | 138,241 | 0 | 0
Staff loan | 5,115 | 5,115 | 5,115 | 5,115
Corporation tax | 0 | 73,657 | 0 | 0
Loan facility asset | 0 | 1,103,217 | 0 | 0
Net commissions due | 3,184,030 | 3,382,136 | 0 | 0
Total debtors: amounts falling due within one year | 3,613,975 | 4,903,216 | 5,115 | 5,115

The Company restated 2024 balances. See details on note 22.

11. Deferred tax

Deferred tax asset | Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Carried forward tax losses | 649,799 | 966,586 | 0 | 0
Deferred tax reconciliation |  |  |  |
Opening balance | 966,586 | 643,876 | 0 | 0
Adjustment in respect of prior years | 0 | 94,173 | 0 | 0
Utilisation of tax losses in the year | (316,787) | (208,788) | 0 | 0
Recognition of previously not recognised |  |  |  |
tax losses | 0 | 434,598 | 0 | 0
Change in tax rate | 0 | 2,727 | 0 | 0
Closing balance | 649,799 | 966,586 | 0 | 0

The recognition of the deferred tax assets is based on the management's judgement that it is probable sufficient taxable profit will be available in the foreseeable future. See note 2 for further details.

Deferred tax liability | Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Carried forward tax liabilities from |  |  |  |
accelerated tax depreciation | (434,598) | (434,598) | 0 | 0
Deferred tax liability reconciliation |  |  |  |
Opening balance | (434,598) | 0 | 0 | 0
Recognition of previously not recognised |  |  |  |
deferred tax liability | 0 | (434,598) | 0 | 0
Closing balance | (434,598) | (434,598) | 0 | 0

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

12. Cash at bank and in hand

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Bank | 5,166,194 | 1,090,334 | 923 | 463
Restricted funds | 6,512,011 | 6,093,493 | 0 | 0
Total cash at bank and in hand | 11,678,205 | 7,183,827 | 923 | 463

Restricted funds consist of insurance funds due to insurers. Movements in net debt of the Group during the year follows:

| At 1 January 2025 | Cash flow | Market movements | Finance cost accrual | Unwinding of discount | At 31 December 2025
| £ | £ |  |  |  | £
Cash at bank and in hand | 7,183,827 | 4,494,378 | 0 | 0 | 0 | 11,678,205
Creditors: amounts falling due within one year |  |  |  |  |  |
Loans: due in one year (see note 13) | (1,250,000) | 1,250,000 | 0 | 0 | 0 | 0
Bank loan: due in one year (see note 13) | (32,898,473) | 32,898,473 | 0 | 0 | 0 | 0
Creditors: amounts falling due after more than one year |  |  |  |  |  |
Bank loan: due two to five years (see note 14) | 0 | (37,107,640) | 0 | (14,719,360) | 0 | (51,827,000)
Share warrant (see note 14) | (1,103,217) | 0 | 966,217 | 0 | 0 | (137,000)
Discounted bond (see note 14) | (2,385,682) | 0 | 0 | 0 | (467,796) | (2,853,478)
Shareholder loans (see note 14) | (89,659,337) | (420,905) | 0 | 0 | 0 | (90,080,242)
Net debt | (120,112,882) | 1,114,306 | 966,217 | (14,719,360) | (467,796) | (133,219,515)

The Company is a qualifying entity and is not required to present requirements of FRS 102 Section 7 (“Statement of Cash Flows”) including the net debt disclosure in the above table.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

13. Creditors: amounts falling due within one year

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Trade creditors | 914,768 | 6,171,921 | 2,080 | 822,743
Accruals | 1,569,796 | 894,367 | 160,680 | 76,323
Corporation tax | 179,919 | 0 | 0 | 0
Payroll liabilities | 376,908 | 347,957 | 0 | 0
Pension liabilities | 80,006 | 141,368 | 0 | 0
Net due to insurers | 4,686,246 | 5,575,266 | 0 | 0
Business combination loan | 0 | 571,852 | 0 | 571,852
Loans: due in one year (see note 12) | 0 | 1,250,000 | 0 | 0
Bank loan: due in one year (see note 12) | 0 | 32,898,473 | 0 | 32,898,473
Total creditors: amounts falling due within one year | 7,807,643 | 47,851,204 | 162,760 | 34,369,391

Group net due to insurers consists of insurance and benefit administration creditors of £5,671,818 (2024: £5,713,079) and other receivables from insurers of £985,572 (2024: other payables of £137,813). All creditors are unsecured.

Loans due in one year comprise an advanced commission loan which attracted interest at a rate of 7.5%, payable monthly. The full balance of the loan was repaid on 16 January 2025.

Bank loan attracts interest at a rate of 7% plus the daily SONIA rate payable quarterly. The full balance of the loan was repaid on 14 January 2025.

14. Creditors: amounts falling due after more than one year

| Group | Company
|  |  |  | Restated
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Bank loan: due two to five years (see note 12) | 51,827,000 | 0 | 0 | 0
Share warrant (see note 12) | 137,000 | 1,103,217 | 0 | 0
Discounted bond (see note 12) | 2,853,478 | 2,385,682 | 2,853,478 | 2,385,682
Shareholder loans (see note 12) | 90,080,242 | 89,659,337 | 90,080,242 | 89,659,337
Loan from related party | 0 | 0 | 35,556,879 | 500,000
Total creditors: amounts falling due after more than one year | 144,897,720 | 93,148,236 | 128,490,599 | 92,545,019

The Company restated 2024 balances. See details on note 22.

The Group entered into an unsecured debt facility agreement that contained a share warrant instrument whereby the holder may pay a fixed amount to acquire 5% interest in the Company. This instrument is being accounted for as a liability held at fair value. The Black Scholes Merton method of valuing the warrant was used. The debt must be paid in full in 5 years from the drawdown date. The interest rate is 4.5% - 5% plus SONIA.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

On 8 December 2023 a bond was issued for a discounted amount of £2,002,500 to related parties (see note 19), to be unwound on a straight-line basis, with £2,670,000 becoming fully repayable on 30 June 2026. A total of £467,796 (2024: £261,289) has been unwound for the year ending 31 December 2025.

On 23 December 2024 there was an addendum to the bond where the holders agreed to become subordinate to the credit facility signed on 23 December 2024 and increasing the redemption value to £5,340,000 becoming fully repayable 30 June 2029. The bonds are reflected on the balance sheet net of their discount, which amortises through interest expense over the life of the bond. The impact of the modification and the amortisation of discount amounted to £260,209 which is included in interest expense.

15. Capital and reserves

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Authorised share capital |  |  |  |
8,514 A (2024: 7,000 A) ordinary share of £0.0001 each | 0.85 | 0.70 | 0.85 | 0.70
3,000 B (2024: 3,000 B) ordinary share of £0.0001 each | 0.30 | 0.30 | 0.30 | 0.30
Total authorised share capital | 1.15 | 1.00 | 1.15 | 1.00
Allotted, called-up and fully paid |  |  |  |
8,514 A (2024: 7,000 A) ordinary share of £0.0001 each | 0.85 | 0.70 | 0.85 | 0.70
3,000 B (2024: 3,000 B) ordinary share of £0.0001 each | 0.30 | 0.30 | 0.30 | 0.30
Total allotted, called-up and fully paid | 1.15 | 1.00 | 1.15 | 1.00

Both A and B ordinary shares carry one vote per share and equal and proportionate rights in all distributions. The nominal values are rounded to £1 as presented on the balance sheets.

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

The Company restated 2024 reserve balances. See details on note 22. The Group and Company's other reserves are as follows:

| Group | Company
|  |  |  | Restated
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Retained deficit at 1 January | (64,854,286) | (40,106,777) | (25,681,490) | (42,538,564)
(Loss)/profit for the year | (19,835,698) | (24,747,509) | (1,738,489) | 16,857,074
Retained deficit at 31 December | (84,689,984) | (64,854,286) | (27,419,979) | (25,681,490)

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

16. Group Taxation

| 2025 | 2024
| £ | £
Current tax |  |
- Gibraltar corporation tax | 741,945 | 685,017
- UK corporation tax | 0 | 0
Total current tax | 741,945 | 685,017
Deferred tax |  |
- Current year movement | 316,787 | 208,788
- Prior year adjustment | 0 | (94,173)
- Impact of rate change | 0 | (2,727)
Total deferred tax | 316,787 | 111,888
Total taxation for the year | 1,058,732 | 796,905

Pillar Two Global Anti-Base Erosion rules of the Organisation for Economic Co-operation and Development introduces a global minimum tax framework for multinational enterprises with annual consolidated revenues of €750 million or more. These apply to the UK and Gibraltar. The Group has not met the minimum revenue requirement. No accounting impact has therefore been recognised in these consolidated financial statements. The Group taxation for the year can be reconciled to the loss before taxation as follows:

| 2025 | 2024
| £ | £
Loss before taxation | (18,776,966) | (23,950,604)
Tax on loss on ordinary activities at standard 25% (2024: 25%) | (4,694,242) | (5,987,651)
Foreign tax rate differential | (494,630) | (518,685)
Under provision in prior year | 0 | 7,453
Exempt expenses | 5,930,817 | 3,414,632
Change in tax rate | 0 | (2,727)
Changes in unrecognised deferred tax asset | 316,787 | 3,540,202
Recognition of previously unrecognised deferred tax liability | 0 | 434,598
Adjustments in respect of prior years | 0 | (90,917)
Total taxation for the year | 1,058,732 | 796,905

The Group has carried forward tax losses of £7,413,829 (2024: £6,146,679) which have not been utilised for the year. The Group has recognised a deferred tax asset on unutilised losses of £2,176,328 (2024: £2,176,328). No deferred tax asset has been recognised on unutilised losses of £5,237,501 (2024: £3,970,351) as it is not considered probable that there will be future taxable profit available.

No deferred tax asset is recognised on temporary differences of £5,237,501 (2024: £3,970,351) relating to corporate interest restrictions and interest on shareholder loan balances as it is probable that they will not reverse in the foreseeable future.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

17. Employee benefits

Defined contribution schemes

The Group operates defined contribution retirement benefit schemes for all qualifying employees. The total expense charged to profit or loss in the year ended 31 December 2025 was £642,704 (2024: £540,836).

18. Commitments under operating leases

| Group | Company
| 2025 | 2024 | 2025 | 2024
| £ | £ | £ | £
Amounts due: |  |  |  |
Within one year | 767,290 | 500,812 | 0 | 0
Between one and five years | 185,305 | 5,602 | 0 | 0
| 952,595 | 506,414 | 0 | 0

19. Related party transaction

The Group and the Company has taken advantage of the exceptions in FRS 102 which exempts the reporting of transactions between Group companies in the financial statements of companies that are wholly within the Group.

During the year, the Company paid monitoring fees of £180,000 (2024: £210,129) to Magenta Partners LLP, shareholders of the Company, for monitoring and review of the Group's financial statements and quarterly board meetings, which is jointly owned by them.

The Company issued a deep discount bond to Gary Burke, a director of the Company, and Magenta Partners LLP, a shareholder of the Company. On 23 December 2024 there was an addendum to the bond increasing the redemption value. The bond value totals £5,340,000 (2024: £2,670,000), which the Company is not going to repay until it has sufficient funds to repay without affecting the cashflow of the Company and no later than December 2029. Gary Burke resigned from his director role on 30 June 2026.

20. Parent and ultimate parent undertaking

The Group's majority shareholder and ultimate controlling party at 31 December 2025 and 2024 is Gary Burke, a director of the Company. He controls the Company as a result of holding the majority of the issued share capital of EGV (Holdings) Limited.

21. Contingent liability

In the normal course of business, the Group may receive claims in respect of alleged errors and omissions and other legal or regulatory matters. No provision has been recognised in the financial statements, as the ultimate outcome of any current or future proceedings remains uncertain.

EGV (Holdings) Limited

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

22. Prior period restatement

During the year, prior-period errors were identified in the Company standalone financial statements for the year ended 31 December 2024. First, a debtor and corresponding non-current creditor of £1,103,217 relating to a loan facility and share warrant arrangements, respectively, were incorrectly recognised in the Company balance sheet. The arrangements related to an underlying subsidiary and should have been recognised in that subsidiary's financial statements. Secondly, as part of an internal group restruc turing, the Company incorrectly recognised an uplift in its investment in subsidiary and related net gain of £17,477,822. The comparative amounts have been restated to correct these items.

The impact of the prior-period errors on the Company financial statement line items is set out below:

| 2024
| Previous | Corrections | Restated
| £ | £ | £
Debtors: amounts falling due within one year | 1,108,332 | (1,103,217) | 5,115
Creditors: amounts falling due after more than one year | (93,648,236) | 1,103,217 | (92,545,019)
Investment in subsidiary | 118,749,280 | (17,477,822) | 101,271,458
Profit for the year | 34,334,896 | (17,477,822) | 16,857,074
Retained deficit | (8,203,668) | (17,477,822) | (25,681,490)

The corrections to investment in subsidiary and retained deficit reflect the reversal of the £17,477,822 net uplift recognised in the prior year. The correction to debtors and creditors reflects the reversal of equal and opposite balances incorrectly recognised in the Company balance sheet. These matters do not affect the Group consolidated financial statements.

23. Subsequent events

In April 2026, the Company agreed to sell its indirect subsidiary EGV HoldCo 2 Limited to DOXA Insurance Holdings LLC. The transaction is subject to regulatory approval and is expected to complete in the fourth quarter of 2026. As a consequence of this transaction, the Company anticipates entering into liquidation, with associated future wind-down expenses estimated at approximately £1,080,453.

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