EGV (Holdings) Limited

Annual report and financial statements

Hubert Alastair Speare-Cole

Ian Clark

Jonathan Matthews

Magenta Partners LLP

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

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.

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

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.

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:

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.

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

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).

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.

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.

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.

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.

In our opinion, based on the work undertaken in the course of the audit:

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.

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

We have nothing to report in respect of these matters.

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.

7 August 2026

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.

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

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 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.

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.

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 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:

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.

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:

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.

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.

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.

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.

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.

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 loans.

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.

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.

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.

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.

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.

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.

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.

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 measure 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).

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.

The Company had no employees during the year.

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).

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.

All investments in subsidiaries have been consolidated.

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

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.

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.

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

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.

Defined contribution schemes