REGISTERED NUMBER: 13036309 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

COALITION RISK SOLUTIONS LTD.

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

J J Motta

T Draper

J G Wynne Davies

REGISTERED OFFICE:

34-36 Lime Street

London

United Kingdom

EC3M 7AT

REGISTERED NUMBER:

13036309 (England and Wales)

INDEPENDENT AUDITORS:

Byrd + Link Audit Limited

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

CURRENT ASSETS

Debtors: amounts falling due within one year

4

5,751,868

4,228,980

Cash at bank

5

3,190,437

2,169,747

8,942,305

6,398,727

CREDITORS

Amounts falling due within one year

6

6,628,134

4,703,163

NET CURRENT ASSETS

2,314,171

1,695,564

TOTAL ASSETS LESS CURRENT LIABILITIES

2,314,171

1,695,564

CREDITORS

Amounts falling due after more than one year

7

880,000

840,000

NET ASSETS

1,434,171

855,564

CAPITAL AND RESERVES

Called up share capital

9

1,000

1,000

Capital contribution reserve

8,450,000

5,950,000

Other reserves

1,403,715

825,589

Retained earnings

(8,420,544

)

(5,921,025

)

SHAREHOLDERS' FUNDS

1,434,171

855,564

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 August 2026 and were signed on its behalf by:

J J Motta - Director

1.	STATUTORY INFORMATION

Coalition Risk Solutions Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to related parties and investments in ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

At 31 December 2025, the company had unrelieved tax losses and other deductible temporary differences for which a potential deferred tax asset of £1,753,968 (2024: £1,280,489) has not been recognised. The deferred tax asset principally relates to trading losses carried forward of £6,988,556 (2024: £5,083,995) together with other deductible temporary differences. The asset has not been recognised as the directors do not consider it probable that sufficient future taxable profits will be available against which these losses and timing differences can be utilised.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Going concern

The company incurred a loss of £2,612,454 during the year ended 31 December 2025 and, as at that date, had accumulated losses of £8,420,544. The directors have prepared forecasts and cash flow projections which indicate that the company will require continued financial support from its parent undertaking.

The directors have received confirmation from the parent company, Coalition, Inc., that it will provide such financial support as may be required to enable the company to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.

Having considered the available financial resources of the group, the forecasts and projections prepared by management, and the support available from the parent company, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on Debtors.

Creditors

Short term creditors are measured at the transaction price.

Interest Income

Interest income is recognised in profit or loss using the effective interest rate method.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 31 (2024 - 32 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

4,206,244

3,144,045

Amounts owed by group undertakings

1,008,134

623,603

Other debtors

323,237

278,823

Prepayments

214,253

182,509

5,751,868

4,228,980

5.	CASH AT BANK

2025

2024

£

£

Bank account no. 1

1,088,215

705,366

Bank account no. 3

1,908,699

1,276,094

Bank account no. 4

193,523

188,287

3,190,437

2,169,747

In its capacity as an insurance intermediary, the Company typically collects the premiums from the brokers or insureds and, after deducting authorized commissions and fees, and remits the net premiums to the participating insurance carriers. As of December 31, 2025 and 2024, all these funds in amounts of £1,908,699 and £1,276,094, respectively, are restricted to withdrawal or use and are reported within "Cash at Bank" on the Balance Sheets.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

4,419,875

3,206,514

Other creditors

817,623

603,763

Accruals and deferred income

594,983

379,991

Accrued expenses

795,653

512,895

6,628,134

4,703,163

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

880,000

840,000

A subordinated loan agreement was entered into on 31st December 2023 with its parent company Coalition Inc., the loan in unsecured and interest is payable at 5% per annum. Unless prior FCA consent received, no repayment can be made earlier than a date, not less than two years after the loan was made or not less than two years from the date the borrower gave notice to the lender and the FCA.

8.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

82,836

80,460

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary Shares

1

1,000

1,000

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Russel Byrd FCA (Senior Statutory Auditor)

for and on behalf of Byrd + Link Audit Limited

11.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of a company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £174,865 (2024: £151,892). Contributions totalling £30,924 (2024: £37,344) were payable to the fund at the reporting date.

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the UK and Republic of Ireland", Section 33.1A, not to disclose related party transactions with wholly owned members within the group.

13.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Coalition, Inc. a company organized in Delaware, USA.

The smallest and largest group in which the results of the company are consolidated is that headed by Coalition, Inc. The consolidated financial statements are held with Coalition Inc at their address at 1 Embarcadero Center, Suite 1200, San Francisco, CA 94111 USA.

14.	SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.

15.

RESERVES

Retained earnings - represents accumulated profits and losses net of distribution to owners.

Other reserves - represents capital contributions in connection with the share-based compensation.

Capital contribution reserve - represents capital contributions from the parent company.