Company Statement of Changes in Equity
For the Year Ended 31 December 2025
Page 21
Company Statement of Changes in Equity
For the Year Ended 31 December 2024
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Consolidated Statement of Cash Flows
For the Year Ended 31 December 2025
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Consolidated Statement of Cash Flows (continued)
For the Year Ended 31 December 2025
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Consolidated Analysis of Net Debt
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
RSCPBR Limited 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 contents page.
2.Accounting policies
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The financial statements are prepared in sterling which is the functional currency of the Group and are rounded to the nearest £1.
The following principal accounting policies have been applied:
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group (subsidiaries). Control is achieved where the Group has the power to govern the financial statement and operating policies of an entity so as to obtain benefits from its activities.
The result of subsidiaries acquired or disposed of during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using the accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Acquisitions made by share issue, for example by share exchange, account for the difference between subsidiary net asset values at acquisition and nominal value of the shares issued by the Company or a subsidiary Company as a separate reserve termed the merger relief reserve. The share for share exchange was accounted for as a group reconstruction using the merger accounting method.
In preparing the financial statements on a going concern basis, the Director has paid due regard to relevant forecast financial information, including cash flows, and factored in sensitivities and uncertainties affecting the Group. In the Director's opinion, the Group is a going concern for a minimum of twelve months from the date of the approval of the financial statements.
Page 26
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Turnover represents the total value of brokerage, fees, commissions and other products receivable during the year. Turnover relating to insurance broking is recognised at the later of the policy inception date or when the policy placement has been completed and confirmed.
Turnover relating to multi-year contracts is recognised according to the inception of each annual policy.
Charges applied and written off within a short timescale are treated as a reduction in turnover.
Costs involved in earning commissions, fees or other income are written off to the profit and loss account as they occur unless they involve contractual performance over a period of time.
Insurance claims
When the outcome of a transaction involving the rendering of services can be estimated reliably, the Group recognises revenue associated with the transaction by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all of the following conditions are satisfied:
a) the amount of revenue can be measured reliably;
b) it is probable that the economic benefits associated with the transaction will flow to the entity;
c) the stage of completion of the transaction at the end of the reporting period can be measured reliably; and
d) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably.
For all services provided where there is uncertainty over the amount that will be paid, the Director has taken the view that the revenue on individual sales cannot be measured reliably and, as such, is measured when the amounts are agreed.
The Group have estimated the amount to be received post year end, based on historical returns, and this balance is held as trade debtors. Whilst the Director has confidence of the average recovery rate, it is not possible to reliably estimate on a transaction by transaction basis, and as such a corresponding figure is recognised in accruals and deferred income to ensure this income is not recognised until agreed with the customer.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Revenue comprises the fair value of the consideration received or receivable for the sale of services in the course of the Group’s activities.
Classification
The Group issues contracts that transfer significant insurance risk and that are classified as insurance contracts. As a general guideline, the Group defines as significant insurance risk the possibility of having to compensate the policyholder if a specified uncertain future event (the insured event) adversely affects the policyholder.
Recognition and measurement
(a) Premiums
Premiums written relate to business incepted during the year less any cancellations and are recognised as payable when they become payable by the contract holder.
The Group’s premium includes a portion arising from monthly renewable policies. Premium on such policies is recognised upon monthly renewal, i.e. when the premium becomes due.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
2.5 Insurance and reinsurance contracts (continued)
Premiums are earned proportionally over the period of cover. The portion of premium received on in-force contracts that relates to unexpired risks at the end of the reporting period is reported as a provision for unearned premium. Premiums are shown before deduction of commission, but after deduction of insurance premium taxes (IPT).
Commissions and other acquisition costs that vary with and are related to securing new contracts and renewing existing contracts are deferred over the period in which the related premiums are earned. These are capitalised and shown as deferred acquisition costs (‘DAC’) in the statement of financial position. DAC is amortised over the term of the policies as the premium is earned. All other costs are recognised as expenses when incurred.
(b) Claims incurred
Claims and loss adjustment expenses are charged to the profit and loss account as incurred based on the estimated liability for compensation owed to policyholders or third parties damaged by policyholders. They include direct and indirect claims settlement costs arising from events that have occurred up to the end of the reporting period even if they have not yet been reported to the Group. The Group does not discount its liabilities for unpaid claims.
Provision is made for all claims notified by the insured (claims outstanding). Claims reserves comprise provisions for the estimated cost of settling all claims incurred at the reporting date. Provision is also made for claims incurred but not reported (“IBNR”) which comprise provisions for the estimated cost of settling all claims incurred up to but not reported at the end of the reporting period. Provision is also made for claims incurred but not enough reported (“IBNER”) which reflect an assessment in the development of certain claims following the year end. IBNR and IBNER are subject to review by an independent actuary.
The level of the provisioning is based on the information, which is currently available, including potential loss claims which have been intimated to the Group, experience of the development of similar claims, and case law. Whilst the directors consider that the provision for these claims is fairly stated on the basis of the information currently available to them, the ultimate liability may vary as a result of subsequent information and events, and may result in significant adjustments to the amount provided. Adjustments to the amount provided are reflected in the financial statements in the accounting period in which the adjustments arise.
The liability is recalculated at each reporting date. The above method of provisioning satisfies the minimum liability adequacy test as required by FRS 102.
By way of an addendum made to the underwriting agency agreements, the Group and its agents agree to adjust the level of commission retrospectively with reference to the net underwriting loss for the underwriting year. During the reporting period, no commission clawback was triggered by the 2022 and 2023 underwriting results (prior year: none). As per the said agreements, the clawback was calculated and approved by the appointed actuary. The commission clawback is recognised over the length of the underlying policies, and any amounts relating to unearned premiums are recognised within deferred acquisition costs.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
2.5 Insurance and reinsurance contracts (continued)
(c) Liability adequacy test
At each reporting date, liability adequacy tests are performed to ensure the adequacy of the contract liabilities. In performing these tests, current best estimates of future contractual cash flows and claims handling and administration expenses, as well as investment income from the assets backing such liabilities, are used. Any deficiency is immediately charged to profit or loss.
(d) Reinsurance contracts held
Contracts entered into by the Group with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group that meet the classification requirements for insurance contracts are classified as reinsurance contracts held.
The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurers’ share of provisions or receivables from reinsurers. These assets consist of short-term balances due from reinsurers (classified within debtors), as well as longer term receivables (classified as reinsurers’ share of technical provisions) that are dependent upon the expected claims and benefits arising under the related reinsured insurance contracts. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities, if any, are primarily premiums payable for reinsurance contracts and are recognised as a liability when due and expensed over the period of cover.
The Group assesses its reinsurance assets for impairment. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in the profit and loss account. This process is described in Note 2.22.
(e) Receivables and payables related to insurance contracts
Receivables and payables are recognised when due. These include amounts due to and from insurance intermediaries and insurance contract holders. If there is objective evidence that the insurance receivable is impaired, the Group reduces the carrying amount of the insurance receivable accordingly and recognises that impairment loss in profit or loss. This process is described in Note 2.22.
Exceptional income of £41,104,208 has been recognised in Net other Income in the income statement. This is comprised of two elements. £2,658,940 is interest paid on overdue tax. £43,763,148 is income relating to the reversal of historic remuneration trust payments now reclassified as directors loan drawings and is included in recognition of a historic tax settlement. The transaction is considered exceptional due to its size and non-recurring nature.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Page 31
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
This is being amortised evenly over its useful life of five years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
Investments in associate undertakings are recognised at cost less impairment.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Insurance debtors and creditors arising under insurance contracts are recognised when due and measured at amortised cost, using the effective interest rate method. A provision for impairment is established when there is objective evidence that, as a result of one or more events that occurred after the initial recognition, the estimated future cash flows have been impacted.
In the ordinary course of insurance broking business, settlement is required to be made with certain insurance intermediaries or insurance companies on the basis of the net balance due to or from them rather than the amount due to or from the individual third parties which it represents.
However, under Financial Reporting Standard 102 ("FRS102") assets and liabilities may not be offset unless net settlement is legally enforceable, and therefore insurance broking debtors and creditors are shown gross within these financial statements.
The Group bears the bad debt risk for non payment of premiums in certain circumstances. Insurance debtor balances are adjusted for irrecoverable amounts.
In the ordinary course of insurance broking business, settlement is required to be made with certain insurance intermediaries or insurance companies on the basis of the net balance due to or from them rather than the amount due to or from the individual third parties which it represents.
However, under Financial Reporting Standard 102 ("FRS102") assets and liabilities may not be offset unless net settlement is legally enforceable, and therefore insurance broking debtors and creditors are shown gross within these financial statements.
The Group bears the bad debt risk for non payment of premiums in certain circumstances. Insurance debtor balances are adjusted for irrecoverable amounts.
A contingent asset is a possible asset that arises from past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.
Contingent assets are not recognised in the financial statements but disclosed in the notes when an inflow of economic benefits is probable.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Balance Sheet when the Group 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Recoverability of insurance debtors
The Director makes estimates of the recoverable value of insurance debtors. When assessing impairment of insurance debtors, the Director considers the historical collection data and ageing profile of debtors.
Claim debtor valuation
The Group operates in a sector where the initial values of sales invoices are not always accepted by the third party insurers. As such the Group applies estimates to the initial recoverability of its debtor book.
Debtor valuation
Bad debt provisions are estimated based on post year-end recoveries of similar debts.
Deferred income
Revenue is recognised and deferred income calculated based on estimated profit margins on sales as at
the yearend.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
3.Judgements in applying accounting policies (continued)
The Group operates in the personal injury market in which terms of payment of up to two years are typical. For this reason, there are a number of old debtor balances and the risk of bad debt is heightened. The Group provides for bad debts based on the following objective criteria set by the board:
- Payment exceeding terms in the financial period.
- Customers in administration or with a seriously adverse credit rating.
Fair value of consideration
Due to the delay between work performed and accounts being settled, management are of the view that the deferred payments will be received under the terms of settlement. Management consider that, in absence of terms to the contrary, debts will not be received after two years.
Carrying value of Group and connected Company balances
The Group has made and received loans from Companies related to it by Group ownership and by common control. Loans standing as a debtor balance are reviewed for impairment. The review includes the current financial situation as well as future prospects of the Companies in question.
Ultimate liability arising from claims made under insurance contracts
There are several sources of uncertainty that need to be considered in the estimate of the liability that the Company will ultimately pay for such claims. Furthermore, insurance risks including exposure to bodily injury claims can span over more than one accounting year, and this increases the uncertainty surrounding the estimate for final settlement.
As for all UK motor insurers the most important element of uncertainty is in relation to individual large claims, considering that third-party liability claims in the UK are unlimited. In the past, the Company had isolated cases where large claims have developed adversely following their initial notification. The Company mitigates this risk by buying reinsurance from a panel of high-quality rated reinsurers. with an attachment point of £3m. The directors, having considered actuarial advice, believe that technical provisions are a reasonable estimate of the ultimate liability due to the releases in reserve in recent years on a net basis.
Technical provisions are largely based on case-by-case estimates supplemented with additional provisions for IBNR and IBNER. The Company's IBNR / IBNER reserves were determined by the Board based on the recommendations of an independent actuary. The computation of IBNR / IBNER is interdependent on a number of assumptions, inter alia, average claim costs, claims frequency and an IBNR / IBNER uplift factors developed from the firm's own data and supplemented with UK benchmark data where necessary. All other matters held constant, an improvement of 10% (2024: 10%) or deterioration of 25% (2024: 25%) of the IBNR / IBNER uplift factor would affect technical provisions, the profit and loss account and the equity by approximately £5.9m (2024: £4.1m) favourably or £14.9m (2024: £10.3m) adversely respectively. The recommended ultimate loss ratios for the 2024 and 2025 underwriting years are based on rate adjusted loss ratios from earlier underwriting years, adjusted for timing and quantum of significant individual claims, where relevant.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
3.Judgements in applying accounting policies (continued)
The Group is a party to contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way that the Group manages them.
4.1 Insurance risk
The risks under any one insurance contract are the possibility that the insured event occurs and the uncertainty of the amount of the resulting claim. By the very nature of an insurance contract, this risk is fortuitous. The terms and conditions of the contracts set out the bases for the determination of the Group’s liability should the insured event occur.
For a portfolio of insurance contracts where the theory of probability is applied to pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments exceed the carrying amount of the insurance liabilities. This could occur because the frequency or severity of claims is greater than estimated. Insurance events are random and the actual number and amount of claims may vary from year to year.
Concentration of insurance risk
Factors that aggregate insurance risk include lack of risk diversification in terms of type of risk and geographical location. The Group principally underwrites motor insurance business, which provides cover from several types of loss including accidental damage, fire and theft and liability for third party bodily injury. The Group started writing motor and household add-ons products including breakdown cover, legal assistance, car hire, excess reducer and home accidental damage. Its business is all written in the UK.
(a) Underwriting
The Group’s business is underwritten through intermediaries. The Group manages underwriting risk through an underwriting strategy that is approved by the Board after having considered advice from its principal insurance intermediary.
The Group also engages the services of insurance intermediaries in order to assist in managing its operations. Internal underwriting guidelines and limits are in place to enforce appropriate risk selection criteria and are reinforced by controls that are in place at the intermediaries’ level. Underwriting authority limits are set at the level of the intermediary, and any contracts through which the Group is committed to cover risks in excess of these authority limits require the Group’s approval.
The risks under any one insurance contract are the possibility that the insured event occurs and the uncertainty of the amount of the resulting claim. By the very nature of an insurance contract, this risk is fortuitous. The terms and conditions of the contracts set out the bases for the determination of the Group’s liability should the insured event occur.
For a portfolio of insurance contracts where the theory of probability is applied to pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments exceed the carrying amount of the insurance liabilities. This could occur because the frequency or severity of claims is greater than estimated. Insurance events are random and the actual number and amount of claims may vary from year to year.
Concentration of insurance risk
Factors that aggregate insurance risk include lack of risk diversification in terms of type of risk and geographical location. The Group principally underwrites motor insurance business, which provides cover from several types of loss including accidental damage, fire and theft and liability for third party bodily injury. The Group started writing motor and household add-ons products including breakdown cover, legal assistance, car hire, excess reducer and home accidental damage. Its business is all written in the UK.
(a) Underwriting
The Group’s business is underwritten through intermediaries. The Group manages underwriting risk through an underwriting strategy that is approved by the Board after having considered advice from its principal insurance intermediary.
The Group also engages the services of insurance intermediaries in order to assist in managing its operations. Internal underwriting guidelines and limits are in place to enforce appropriate risk selection criteria and are reinforced by controls that are in place at the intermediaries’ level. Underwriting authority limits are set at the level of the intermediary, and any contracts through which the Group is committed to cover risks in excess of these authority limits require the Group’s approval.
Page 38
Notes to the Financial Statements
For the Year Ended 31 December 2025
4.1 Insurance risk (continued)
Below are some of the parameters related to the type of cover:
• Covers have standard terms and conditions that apply to all insured. There are no specific options unless expressly requested by the insured.
• The application process is very straightforward and does not require a pre-acceptance and a confirmation of coverage. The cover is automatically granted as long as the insured can demonstrate that:
• the person is eligible for the cover, i.e. does not meet one of the exclusions;
• the person has fully completed the application form and has confirmed acceptance of the terms and conditions; and
• the person has paid the premium.
(b) Reinsurance contracts held
The Group has non-proportional reinsurance protection in place for its motor class of business. The board approves the reinsurance programme on an annual basis. The reinsurance arrangement limits the liability of the Group in respect of any one individual claim. It is the Group’s policy for reinsurance to be placed with a reputable panel of reinsurers whose credit ratings are not less than “A”.
(c) Claims handling
A system of claims reporting is in place to ensure that all known claims are properly recorded and reported to the Group in a timely manner. The Group outsources its claims handling activities to a specialised claims handling company based in the United Kingdom dealing with the mitigation of risks surrounding known claims. This claims handling company investigates and adjusts all claims. Reserves are set in accordance with the Group’s reserving policy and these are reviewed individually on a regular basis and are adjusted to reflect the latest information on the underlying facts, current law, jurisdiction, contractual terms and conditions and other factors. The Group, through the claims handler, actively manages and pursues early settlement of claims to reduce its exposure to unpredictable developments.
All claims are reported to the Group, irrespective of their amount. Authorisation limits are set and agreed with the claims handler for the settlement of claims. Any claims incurred above these limits are referred to the Group for settlement.
Sources of uncertainty in the estimation of future claim payments
Claims on contracts are accounted for on a claims-occurrence basis. The Group is liable for all insured events that occurred during the term of the contract, even if the loss is discovered after the end of the contract term. As a result, the estimation of claims incurred but not reported (‘IBNR’) is generally subject to a greater degree of uncertainty than the estimation of the cost of claims already notified to the Group.
Page 39
Notes to the Financial Statements
For the Year Ended 31 December 2025
4.1 Insurance risk (continued)
The estimated cost of claims includes direct expenses to be incurred in settling claims. The Group takes all reasonable steps to ensure that it has appropriate information regarding its claims exposures. Certain types of losses, most notably those including bodily injury claims, can take a longer time to develop and are subject to a greater degree of uncertainty. The liability for these contracts comprises a provision for IBNR as well as a provision for incurred but not enough reported (‘IBNER’) reported which reflect an assessment in the development of certain claims following the year end. However, given the uncertainty in establishing claims provisions, it is possible that the final outcome will prove to be different from the original liability established. The Group’s IBNR/IBNER reserves were determined by the Board based on the recommendations of an independent actuary.
(d) Frequency and severity of claims
The frequency and severity of claims can be affected by factors such as the number and nature of accidents resulting in either single or multiple claims for bodily injury, damage to property and/or their associated legal costs.
Experience shows that the larger the portfolio of similar insurance contracts, the smaller the variability of the expected outcome will be. The Group’s underwriting strategy is to achieve a sufficiently large population of risks to reduce the variability of the expected outcome.
The frequency and severity of claims can be affected by factors such as the number and nature of accidents resulting in either single or multiple claims for bodily injury, damage to property and/or their associated legal costs.
Experience shows that the larger the portfolio of similar insurance contracts, the smaller the variability of the expected outcome will be. The Group’s underwriting strategy is to achieve a sufficiently large population of risks to reduce the variability of the expected outcome.
4.2 Financial risk management
The Group is exposed to financial risk through its financial assets, financial liabilities and insurance assets and liabilities. The key financial risk is that the proceeds from its financial assets are not sufficient to fund the obligations arising from its insurance risk. The most important components of this financial risk are interest rate risk, market price risk, foreign currency risk, credit risk, and liquidity risk. These risks arise from open interest rate positions which are exposed to general and specific market movements. The risk management policies employed by the Group to manage these risks are discussed below.
The investment function is fulfilled by the Board of Directors of the Group. The Board is responsible for the formulation of the Group’s investment policy and the issuing of guidelines to management. The main objective is to secure the safety, yield and marketability of the Group’s investments, also ensuring that the portfolio is adequately spread.
(i) Interest rate risk
In general, the Group is exposed to risk associated with the effects of fluctuations in the prevailing levels of market interest rates. Assets issued at variable rates expose the Group to cash flow interest rate risk. The Group is exposed to cash flow interest rate risk, mainly considering its investments in money market, short duration bond funds and short-term deposits and bank balances at floating rates. As the Group has no significant interest-bearing assets issued at variable interest rates that mature in the long term, its income and operating cash flows are substantially independent of changes in market interest rates.
The Group is exposed to financial risk through its financial assets, financial liabilities and insurance assets and liabilities. The key financial risk is that the proceeds from its financial assets are not sufficient to fund the obligations arising from its insurance risk. The most important components of this financial risk are interest rate risk, market price risk, foreign currency risk, credit risk, and liquidity risk. These risks arise from open interest rate positions which are exposed to general and specific market movements. The risk management policies employed by the Group to manage these risks are discussed below.
The investment function is fulfilled by the Board of Directors of the Group. The Board is responsible for the formulation of the Group’s investment policy and the issuing of guidelines to management. The main objective is to secure the safety, yield and marketability of the Group’s investments, also ensuring that the portfolio is adequately spread.
(i) Interest rate risk
In general, the Group is exposed to risk associated with the effects of fluctuations in the prevailing levels of market interest rates. Assets issued at variable rates expose the Group to cash flow interest rate risk. The Group is exposed to cash flow interest rate risk, mainly considering its investments in money market, short duration bond funds and short-term deposits and bank balances at floating rates. As the Group has no significant interest-bearing assets issued at variable interest rates that mature in the long term, its income and operating cash flows are substantially independent of changes in market interest rates.
Page 40
Notes to the Financial Statements
For the Year Ended 31 December 2025
4.2 Financial risk management (continued)
(ii) Market price risk
Market risk is the risk of adverse financial impact as a consequence of market movements such as interest rates and other price changes. Market risk arises due to fluctuations in both the value of assets held and the value of liabilities. The objective of the Group in managing its market risk is to ensure risk is managed in line with the Group’s risk appetite. The impact of market price risk at the financial year end was analysed as follows:
The impact of change in market value in results equals to the impact in pre-tax results and Shareholders’ equity.
(iii) Foreign currency risk
Currency risk arises on financial instruments that are denominated in a currency that is not the entity’s functional currency.
The Group’s financial assets and liabilities are mainly denominated in GBP and accordingly a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(iv) Credit risk
The Group has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Key areas where the Group is exposed to credit risk are:
- Reinsurers’ share of technical provisions;
- Insurance and other receivables; and
- Cash and cash equivalents; and
- Investments
(ii) Market price risk
Market risk is the risk of adverse financial impact as a consequence of market movements such as interest rates and other price changes. Market risk arises due to fluctuations in both the value of assets held and the value of liabilities. The objective of the Group in managing its market risk is to ensure risk is managed in line with the Group’s risk appetite. The impact of market price risk at the financial year end was analysed as follows:
The impact of change in market value in results equals to the impact in pre-tax results and Shareholders’ equity.
(iii) Foreign currency risk
Currency risk arises on financial instruments that are denominated in a currency that is not the entity’s functional currency.
The Group’s financial assets and liabilities are mainly denominated in GBP and accordingly a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(iv) Credit risk
The Group has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Key areas where the Group is exposed to credit risk are:
- Reinsurers’ share of technical provisions;
- Insurance and other receivables; and
- Cash and cash equivalents; and
- Investments
Page 41
Notes to the Financial Statements
For the Year Ended 31 December 2025
4.2 Financial risk management (continued)
(iv) Credit risk (continued)
The maximum exposure to credit risk at the reporting date in respect of the assets mentioned above is disclosed in the respective notes to the financial statements and in the table below. The Group does not hold any collateral as security in this respect. The directors do not consider credit risk in relation to insurance and other receivables to be significant since receivables mainly consist of amounts due from related parties. The Group’s exposure to credit risk is limited as there were no indications that these related parties were unable to meet their obligations.
The Group is also exposed to credit risk in respect of its bank deposits and reinsurers’ share of technical provisions. The Group seeks to manage this risk by only undertaking transactions with reputable counterparties. In the event of a down grade of an investment, the Board will re-assess the credit risk and determine the recoverable amount in order to test the asset for impairment. Control structures are in place to assess credit risk as described above.
The following table provides information regarding the Group’s aggregated credit risk exposure with external credit ratings as assessed by rating agencies.
Additional note to the tables above:
As at 31 December 2025 and as at 31 December 2024, the Group did not hold any past due financial assets and accordingly all its financial assets are classified as fully performing.
(iv) Credit risk (continued)
The maximum exposure to credit risk at the reporting date in respect of the assets mentioned above is disclosed in the respective notes to the financial statements and in the table below. The Group does not hold any collateral as security in this respect. The directors do not consider credit risk in relation to insurance and other receivables to be significant since receivables mainly consist of amounts due from related parties. The Group’s exposure to credit risk is limited as there were no indications that these related parties were unable to meet their obligations.
The Group is also exposed to credit risk in respect of its bank deposits and reinsurers’ share of technical provisions. The Group seeks to manage this risk by only undertaking transactions with reputable counterparties. In the event of a down grade of an investment, the Board will re-assess the credit risk and determine the recoverable amount in order to test the asset for impairment. Control structures are in place to assess credit risk as described above.
The following table provides information regarding the Group’s aggregated credit risk exposure with external credit ratings as assessed by rating agencies.
Additional note to the tables above:
As at 31 December 2025 and as at 31 December 2024, the Group did not hold any past due financial assets and accordingly all its financial assets are classified as fully performing.
Page 42
Notes to the Financial Statements
For the Year Ended 31 December 2025
(v) Liquidity risk
The Group is exposed to daily calls on its available cash resources mainly from claims arising from insurance contracts. Liquidity risk is the risk that cash may not be available to pay obligations when due at a reasonable cost. The Group manages its funds in such a manner as to ensure an adequate portion of available funds to meet such calls through highly liquid placements. The cash balances repayable on demand would be the Group’s first call followed by a portion of the investments in money market funds.
Analysis of maturity of liabilities
The following table shows the insurance liabilities analysed by remaining duration. The total liability is split by remaining duration in proportion to the cash flows expected to arise during that period.
All other liabilities included in the statement of financial position mature within one year unless otherwise stated.
The Group is exposed to daily calls on its available cash resources mainly from claims arising from insurance contracts. Liquidity risk is the risk that cash may not be available to pay obligations when due at a reasonable cost. The Group manages its funds in such a manner as to ensure an adequate portion of available funds to meet such calls through highly liquid placements. The cash balances repayable on demand would be the Group’s first call followed by a portion of the investments in money market funds.
Analysis of maturity of liabilities
The following table shows the insurance liabilities analysed by remaining duration. The total liability is split by remaining duration in proportion to the cash flows expected to arise during that period.
All other liabilities included in the statement of financial position mature within one year unless otherwise stated.
4.3 Fair value hierarchy
The fair value measurement hierarchy is defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The following tables analyse the assets carried at fair value by valuation method:
The fair value measurement hierarchy is defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The following tables analyse the assets carried at fair value by valuation method:
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are ready and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current market price. These instruments are included in level 1.
At 31 December 2025 and at 31 December 2024, the carrying amount of the Group’s other financial assets and liabilities approximated their fair values in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation.
At 31 December 2025 and at 31 December 2024, the carrying amount of the Group’s other financial assets and liabilities approximated their fair values in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation.
Page 43
Notes to the Financial Statements
For the Year Ended 31 December 2025
4.4 Capital management
The Group’s objectives when managing capital are:
• to comply with the insurance capital requirements required by the Gibraltar Financial Services Commission (‘GFSC’ or ‘the Regulator’);
• to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing insurance contracts commensurate with the level of risk.
In order to maintain or adjust the capital structure, the Group may issue new shares or capitalise contributions received from its shareholders.
The Group is required to hold regulatory capital for its general insurance business in compliance with the rules issued by the GFSC. The Group is also subject to insurance solvency requirements as established by the Regulator from time to time. The regulatory capital requirement must be maintained at all times. The Group monitors its capital level on a regular basis. Any transactions that may potentially affect the Group’s solvency position are immediately reported to the directors and shareholders for resolution prior to notifying the GFSC.
The Group is subject to the requirements of the Solvency II directive. The Solvency II regime establishes a set of capital requirements, risk management and disclosure standards. The Group must hold eligible own funds to cover the solvency capital requirement (SCR) and eligible basic own funds to cover the minimum capital requirement (MCR). The SCR is calculated in accordance with the standard formula, as approved by the Regulator.
The Group’s objectives when managing capital are:
• to comply with the insurance capital requirements required by the Gibraltar Financial Services Commission (‘GFSC’ or ‘the Regulator’);
• to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing insurance contracts commensurate with the level of risk.
In order to maintain or adjust the capital structure, the Group may issue new shares or capitalise contributions received from its shareholders.
The Group is required to hold regulatory capital for its general insurance business in compliance with the rules issued by the GFSC. The Group is also subject to insurance solvency requirements as established by the Regulator from time to time. The regulatory capital requirement must be maintained at all times. The Group monitors its capital level on a regular basis. Any transactions that may potentially affect the Group’s solvency position are immediately reported to the directors and shareholders for resolution prior to notifying the GFSC.
The Group is subject to the requirements of the Solvency II directive. The Solvency II regime establishes a set of capital requirements, risk management and disclosure standards. The Group must hold eligible own funds to cover the solvency capital requirement (SCR) and eligible basic own funds to cover the minimum capital requirement (MCR). The SCR is calculated in accordance with the standard formula, as approved by the Regulator.
Page 44
Notes to the Financial Statements
For the Year Ended 31 December 2025
Other net income consists of the following:
2025 2024
£ £
Income from Insurance Broking 54,164,173 47,720,913
Income from Claims Management 5,396,040 7,762,689
Exceptional income from related party 41,104,208 -
due to reversal of historic remuneration payments
Insurance claims receivable - 670,315
100,664,421 56,153,917
2025 2024
£ £
Income from Insurance Broking 54,164,173 47,720,913
Income from Claims Management 5,396,040 7,762,689
Exceptional income from related party 41,104,208 -
due to reversal of historic remuneration payments
Insurance claims receivable - 670,315
100,664,421 56,153,917
Page 45
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 46
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 47
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 48
Notes to the Financial Statements
For the Year Ended 31 December 2025
12.Taxation (continued)
Page 49
Notes to the Financial Statements
For the Year Ended 31 December 2025
Estimate of the ultimate gross claim costs for the Group:
Estimate of the ultimate net claim costs for the Group:
Estimate of the ultimate net claim costs for the Group:
Page 50
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Page 52
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Page 53
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 54
Notes to the Financial Statements
For the Year Ended 31 December 2025
Indirect subsidiary undertakings (continued)
Page 55
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 56
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 57
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Page 58
Notes to the Financial Statements
For the Year Ended 31 December 2025
Other reserves
On 1 July 2024, the Group had entered into an agreement to subscribe for 12,794,999 ordinary A shares of £1 each and 1 ordinary B share of £1 in its fully owned subsidiary, Key Holdings Company Limited, for a total consideration of £72,645,001, as part of the group restructuring process. Prior to the transfer, the majority shareholder of Key Holdings Company Limited was RSCPBR Limited, the parent company of the Group.
RSCPBR Limited held 10,747,799 ordinary A shares of £1 each in Key Holdings Company Limited and the consideration to RSCPBR Limited amounts to £61,021,800.
Under the terms of the agreement, settlement will occur solely through the issuance of a fixed number of shares in the Company for a fixed amount of consideration. Accordingly, the Group has recognised £11,623,201 within equity as Other equity - Equity pending issuance. This amount will be reclassified to share capital upon issuance of the shares.
Merger reserve
Profit and loss account
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £429,273 (2024: £382,325).
Contributions totalling £108,609 (2024: £96,593) were payable to the fund at the balance sheet date.
Contributions totalling £108,609 (2024: £96,593) were payable to the fund at the balance sheet date.
26.Other financial commitments
A fixed and floating charge over the company assets was provided to Lloyds Bank plc for One Call Insurance Services Limited on 24 November 2017 and One Call Claims Limited on 07 September 2016 securing all monies and liabilities due to the bank.
Page 59
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 60