The directors present their strategic report for Protect Midco 1 Limited ("the Company") for the year ended 31 December 2025 and in preparing their report have complied with s414C of the Companies Act.
The profit after tax for the year amounted to £19.92m (2024: £8.65m).
At the balance sheet date the Company had net assets of £4.46m (2024: £4.46m).
Ordinary dividends were paid amounting to £19.92m (2024: £6.23m). The directors do not recommend payment of a further dividend. Preference share dividends amounting to £10.08m (2024 restated: £4.66m) were paid in the year (see note 11 for the movement in preference shares).
The Company is reliant on interest income from Protect Midco 2 Limited, a subsidiary and another Group company, controlled by the same ultimate controlling party. The credit risk associated with the interest income 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.
The Company is a holding company of the Group and the performance of the Company is monitored as part of the wider Group. At the company level, there is a need to monitor the net asset value of £4.46m (2024 restated: £4.46m) and investment in subsidiary of £104.1m (2024: £104.1m) of the Company. Key performance indicators for the Group as a whole, which includes the Company, are discussed in the consolidated accounts of Avantia Group Limited.
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:
The directors present their annual report and financial statements for the year ended 31 December 2025.
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 they 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 10.
Results and dividends are disclosed in the Strategic report.
Ordinary dividends were paid amounting to £19,916,895.93. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Company’s activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The Directors believe, as the external debt is isolated to one company, then it is subject to lower risk and also it is not subject to changes in borrowing costs (cash flow risk). The group, having sufficient liquid funds available, are a function of the inherently strong business model of cash collection in this type of business (liquidity risk). The Company does not use derivative financial instruments for speculative purposes.
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; 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 profit and loss account has been prepared on the basis that all operations are continuing operations.
There are no recognised gains of losses other than the profit for the current year. Accordingly, a statement of comprehensive income has not been prepared.
The notes on pages 7 to 18 form part of these financial statements.
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.
Protect Midco 1 Ltd 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.
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.
Protect Midco 1 Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. The Company has taken advantage of the following FRS102 disclosure exemptions:
FRS102 1.12(b): the requirements of Section 7 Statement of Cash flows and Section 3 Financial Statement Presentation paragraph 3.17 (d); and
FRS102 1.12(e): the requirements of Section 33 Related Party Disclosures paragraph 33.1 for transactions between members of the group and Section 33.7 in respect of remuneration of key management personnel.
The Company has taken advantage of the exemption from preparing consolidated financial statements afforded by section 400 of the Companies Act 2006 as it is a wholly owned indirect subsidiary of Avantia Group Limited and its results are included in the consolidated financial statements of that company. These financial statements therefore present information about the Company as an individual entity alone.
The financial statements have been prepared on the going concern basis, notwithstanding a profit for the year of £19.92m (2024: £8.65m) and net assets of £4.46m (2024 restated: £4.46m), 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 certainly 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.
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk- free rate and the risks inherent in the asset.
If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation.
Thereafter any excess is recognised in profit or loss.
If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Loan notes
The issue of loan notes are recorded at their net proceeds for initial recognition. Finance charges are added to the carrying amount of the instruments, for subsequent recognition, to the extent that they are not settled in the period in which they arise.
Preference shares
The issue of preference shares are recorded at their transaction price for initial recognition and recorded as debt within the financial statements. Finance charges are accounted for using the effective interest rate method and charged to the profit and loss each year.
In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements (other than involving estimations) that have a significant impact on the amounts recognised and to make 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 period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
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 review assesses whether the carrying value of the investment in its subsidiary of £104.1m 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 growth and discount rates. Changing the assumptions selected by management could significantly affect the company’s impairment evaluation and hence results.
As a result of this assessment, the Company has determined that no impairment to the value of its investments is required at the Balance Sheet date. Long term growth rate would need to decline by 4% to give rise to an impairment, whilst the discount rate needs to rise from 9.4% to 29% to give rise to an impairment.
The directors are employed and remunerated by another company with the Group, with no part of their remuneration allocated to the Company. As such, no staff are employed by the entity and no disclosure of their remuneration has been made.
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:
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Amounts owed by Group undertakings are unsecured, repayable on demand and include interest charged at 10%.
Amounts owed to group undertakings are interest free and repayable on demand.
The preference shares attract an interest rate of 10%, do not have any voting rights and are repayable, unless agreed otherwise, at the earlier of a sale or listing of the Company’s shares. These shares are held by the immediate parent Company.
During the year accrued dividends of £10.08m were paid on the accrued coupon of preference shares classified as debt.
No preference shares were issued during 2025. On 3 November 2023 the Company issued 99,685,074 unsecured, redeemable preference shares with a par value of £0.01 per share for £1. The preference shares attract an interest rate of 10%, do not have any voting rights and are repayable, unless agreed otherwise, at the earlier of a sale or listing of the Company’s shares. These shares are held by the immediate parent company.
The preference shares attract an interest rate of 10%, do not have voting rights and are repayable, unless agreed otherwise, at the earlier of a sale or listing of the Company's shares. These shares are held by the immediate parent company.
The rights of the shares are as follows:
The ordinary shares entitle the holders to receive dividends and other distributions.
The ordinary shares shall rank equally upon any return of capital or winding up of the company.
The ordinary shares shall carry one voting right per share.
The ordinary shares are not redeemable.
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.
The financial statements for the year ended 31 December 2025 have been restated to correct an error identified for the 2024 £80m preference share capital reduction. The £80m preference share capital reduction was accounted for as a reclassification of, or reduction in the financial liability and a conversion to equity.
The liability should have remained unchanged in relation to the capital reduction. The capital reduction was just a legal process of generating legal distributable reserves from which dividends or reductions could be made. Therefore, for the year ended 31 December 2024, long term debt was understated by £80m and retained reserves overstated by £80m.
Analysis of the restatement in profit and loss reserves is illustrated in note 14.
As a result of this error:
the opening consolidated shareholders' funds as at 1 January 2025 have been restated by £80.00m.
Preference share debt as at 31 December 2024 has been restated from £26.38m to £106.38m.
There were no events after the reporting period that require adjustment or disclosure.