KINGSTON TOPCO LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Company registration number 08780396 (England and Wales)
KINGSTON TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr S Ashton
M Eastham
T Clancy
Company number
08780396
Registered office
14th Floor
CI Tower
St. Georges Square
New Malden
United Kingdom
KT3 4HG
KINGSTON TOPCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Profit and loss account
4
Balance sheet
5
Statement of changes in equity
6
Notes to the financial statements
7 - 12
KINGSTON TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their report and unaudited financial statements of Kingston Topco Limited ('the Company') for the year ended 31 December 2025 and in preparing their report have complied with s414C of the Companies Act.

Principal activities

The company is an intermediate holding company of Avantia Insurance Limited, part of the Avantia Group Limited group of companies (‘Group’). The principal trading subsidiary is Avantia Insurance Limited (“Avantia”), a UK-based retailer of home insurance, which operates under its brand Homeprotect. Homeprotect is an award winning online provider of home insurance that focuses on data and technology to put it in the unique position of being able to offer an unmatched footprint that digitally quotes for the UK home insurance market.

Results and Dividends

The profit after tax for the year amounted to £12.40m (2024: £17.61m).

 

At the balance sheet date the Company had net assets of £39.45m (2024: £31.51m).

Ordinary dividends were paid amounting to £4.46m (2024: Nil). The directors do not recommend payment of a further dividend.

Key Performance Indicators

The Company is a holding company of the Avantia Group and the performance of the Company is monitored as part of the wider Group. Key performance indicators for the Group as a whole, which includes the Company, are discussed in the consolidated accounts of Avantia Group Limited.

Principal risks and uncertainties

The Company does not generate income and the credit risk associated with the interest payments is managed through close monitoring of the cash flows of Avantia Insurance Limited, another Group company trading as Homeprotect in the home insurance market.

The principal risks facing the Company relate to the UK home insurance market. Price remains a principal consideration for customers, particularly given adverse macro-economic conditions such as interest rates and inflation, as well as climate change impacts on property and their values. The Company manages this risk using its technology and its ability to price competitively at a risk and retail level.

Future Developments

The Company is expected to continue to act as a holding company within the Group. There have been no significant events affecting the Company since the end of the financial year that require adjustment or disclosure in these financial statements.

Approved by the Board and signed on its behalf by:

T Clancy
Director
29 May 2026
KINGSTON TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

Results and dividends are disclosed in the Strategic report.

Going concern

The financial statements have been prepared on the going concern basis which the directors believe to be appropriate for the following reason. The company has received an undertaking from the parent company, Avantia Group Limited, that it is their present intention, for at least 12 months from the date of the approval of these financial statements, to provide the necessary support to ensure the company has received sufficient funding to cover such eventualities. This should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Further details regarding the adoption of the going concern basis can be found in note 1, significant accounting policies, on pages 7 to 9.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S Ashton
M Eastham
T Clancy
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management and future developments.

Approved by the Board and signed on its behalf:
T Clancy
Director
29 May 2026
KINGSTON TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

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.

KINGSTON TOPCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
2025
2024
Notes
£'000
£'000
Turnover
-
-
Interest receivable and similar income
3
12,398
17,607
Profit before taxation
12,398
17,607
Tax on profit
4
-
0
-
0
Profit for the financial year
12,398
17,607

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There are no recognised gains or losses other than the profit for the period for each year. Accordingly, a statement of comprehensive income has not been prepared.

KINGSTON TOPCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 5 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
5
63,372
63,372
Current assets
-
-
Creditors: amounts falling due within one year
7
(23,924)
(31,859)
Net current liabilities
(23,924)
(31,859)
Net assets
39,448
31,513
Capital and reserves
Called up share capital
8
-
0
-
0
Profit and loss reserves
9
39,448
31,513
Total equity
39,448
31,513

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements were approved by the board of directors and authorised for issue on 29 May 2026 and are signed on its behalf by:
T Clancy
Director
Company registration number 08780396 (England and Wales)
KINGSTON TOPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2024
-
0
13,906
13,906
Year ended 31 December 2024:
Profit and total comprehensive income
-
17,607
17,607
Balance at 31 December 2024
-
0
31,513
31,513
Year ended 31 December 2025:
Profit and total comprehensive income
-
12,398
12,398
Dividends
-
(4,463)
(4,463)
Balance at 31 December 2025
-
0
39,448
39,448
KINGSTON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
1
Accounting policies
Company information

Kingston Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 14th Floor, CI Tower, St. Georges Square, New Malden, United Kingdom, KT3 4HG.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Avantia Group Limited. These consolidated financial statements are available from its registered office, 14th Floor, CI Tower, St Georges Square, New Malden, KT3 4HG.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Kingston Topco Limited is a wholly owned indirect subsidiary of Avantia Group Limited and the results of Kingston Topco Limited are included in the consolidated financial statements of Avantia Group Limited. These financial statements therefore present information about the Company as an individual entity alone.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

KINGSTON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 8 -

The financial statements have been prepared on the going concern basis, with a profit for the year of £12.40m (2024: £17.61m) and net assets of £39.45m (2024: £31.51m), which the directors believe to be appropriate for the following reason. The company has received an undertaking from the parent company, Avantia Group Limited, that it is their present intention, for at least 12 months from the date of the approval of these financial statements, to provide the necessary support to ensure the company has received sufficient funding to cover such eventualities. This should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except those investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

KINGSTON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 9 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

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

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.

A net deferred tax asset is regarded as recoverable and therefore 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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.6

Finance costs

Finance costs of financial liabilities are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.

1.7

Investment income

Interest is recognised as interest accrues.

KINGSTON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2
Judgements and key sources of estimation uncertainty

FRS102 requires management to undertake an annual test for impairment for assets with finite lives, to test for impairment of events change or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment testing is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the fair value less costs or net present value of estimated future cash flows derived from the assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions have been made in respect of highly uncertain matters including management’s expectations of cancellation and discount rates. Changing the assumptions selected by management could significantly affect the company’s impairment evaluation and hence results. The company’s review includes the key assumptions related to sensitivity in the cash flow projections.

There is management judgement only based upon reference to the Group review of impairment of assets and no estimation on the recoverability in the investment and related intercompany receivables.

3
Interest receivable and similar income
2025
2024
£'000
£'000
Income from fixed asset investments
Income from shares in group undertakings
12,398
17,607

During the year the Company received non-cash dividends from its investment in Avantia Insurance Limited (2024: £17.61m).

4
Taxation

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£'000
£'000
Profit before taxation
12,398
17,607
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
3,100
4,402
Tax effect of income not taxable in determining taxable profit
(3,100)
(4,402)
Taxation charge for the year
-
-
5
Fixed asset investments
2025
2024
Notes
£'000
£'000
Investments in subsidiaries
6
63,372
63,372
KINGSTON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Nature of business
Class of
% Held
shares held
Avantia Insurance Limited
Insurance & financial services
Ordinary
100.00
Affinity 2000 Limited
Dormant
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

-
14th Floor, CI Tower, St Georges Square, New Malden, England, United Kingdom
7
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
23,924
31,859

Amounts owed to Group undertakings include intercompany balances. These are non-interest bearing, unsecured loans that have no ser repayment terms.

8
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of 0.0000001 each
1,044,317
1,044,317
-
0
-
0

The rights of the shares are as follows:

9
Profit and loss reserves
2025
2024
£'000
£'000
At the beginning of the year
31,513
13,906
Adjusted balance
31,513
13,906
Profit for the year
12,398
17,607
Dividends declared and paid in the year
(4,463)
-
At the end of the year
39,448
31,513
KINGSTON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
10
Related party transactions

The company has taken advantage of the exemption in FRS 102 Section 33.1(A), which exempts the disclosure of transactions between group companies in the financial statements of companies that are wholly owned within the group. Transactions with group companies relate to payments or receipts for treasury transfers between fellow group companies.

11
Ultimate controlling party

The Company, Limited by shares, is a subsidiary of Protect Bidco Limited, a company incorporated in the United Kingdom. Protect Bidco Limited is owned by ECI 11 Nominees Ltd and management backed by ECI Partners LLP through three private equity funds, ECI 11 LP, ECI 11D LP and ECI Co-Investment Partnership LP, which it manages and is therefore the controlling party. Avantia Group Limited (Registered office: CI Tower, New Malden, UK) is the ultimate parent company, where the results of the group are consolidated. The group consolidated financial statements can be obtained from Companies House.

12
Events after the reporting date

There were no events after the reporting period that require adjustment or disclosure.

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