REGISTERED NUMBER: 07140753 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Validus Risk Management Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

K D Lester

S Brosseau

H Blakstad

M S Cichowski

REGISTERED OFFICE:

Parkside

33-39 Sheet Street

Windsor

Berkshire

SL4 1BY

REGISTERED NUMBER:

07140753 (England and Wales)

AUDITORS:

WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

Principal Activities

Validus Risk Management and its subsidiaries ("the Group"/ "Validus") was founded in 2010. Validus specialises in market risk management, fund finance, and technology solutions, globally serving the alternative asset space, leveraging extensive market knowledge, strategic proficiency, and industry-leading analytics, providing practical solutions to its clientele.

The operations of the Validus are governed by regulations and licensing requirements due to the nature of its services. Validus is registered with and regulated by several authorities, including the Financial Conduct Authority ("FCA"); Commodity Futures Trading Commission ("CFTC"); National Futures Association ("NFA") ; Ontario Securities Commission ("OSC") ; Commission de Surveillance du Secteur Financier ("CSSF") ; Quebec Autorité des arches financiers ("AMF") ; Financial Supervisory Authority of Norway (Finanstilsynet) ("NFSA"); and ISO27001:2022 compliance standards.

Validus operates physical offices and maintains a presence in the United Kingdom, Norway, Italy, United States, and Canada and Singapore although its clientele extends globally.

Future developments

Validus will continue its operations within a market with substantial annual growth. The Group's strategic plan focuses on expanding its business services and geographical presence. Intending to further capitalise on market growth through targeting our client base with a comprehensive suite of products while broadening our client base, product offering, and geographic reach.

Despite a strong overall performance, Validus faced challenges, including rising costs and increased compliance requirements. However, the Group's strategic emphasis on innovation, client satisfaction, and talent development has strengthened its ability to navigate these challenges and sustain its growth momentum. Furthermore, external investment received from FTV Capital and Walter Global Asset Management will support future growth and strategic initiatives, enhancing the Group's ability to capitalize on new opportunities and drive long-term success.

Results and Dividends

Validus achieved operating profit/(loss) for the year, as set out in the consolidated Income Statement, of £-269,054 (2024: £819,042) and revenue of £20,038,884 (2024: £16,360,487).

Validus's increased revenue results from new client acquisitions and expanding existing ones, achieved through consistently delivering innovative solutions to assist clients in managing financial market risks and developing award-winning technology. Validus has also focused on geographical expansion and growth and maintaining high client satisfaction levels.

Cost management remains centralised, with rigorous review processes for new supplier contracts and hiring decisions, ensuring adequate expenditure controls.

The Board of Directors ("The Board") do not recommend a dividend for 2025.

Key Performance Indicators

The Board and its governing bodies, including the Audit and Risk Committee ("ARC") and the Compensation Committee ("CC"), utilise both financial and non-financial key performance indicators ("KPIs") as part of good governance to monitor and measure the Validus' performance.

The financial KPIs used by Validus include monitoring ARR, Revenue, EBITDA, sales, client growth, revenue by jurisdiction, and product development costs. In addition to financial metrics, Validus tracks non-financial key performance indicators (KPIs) such as client growth and longevity, staff retention, technology usage and Net Promoter Score.

PRINCIPAL RISKS AND UNCERTAINTIES

Validus has adopted a low-risk tolerance as determined by the Board. In the event residual risk diverge from Validus's risk appetite, additional measures will be necessary to reduce the risk.

Validus maintains a robust risk management framework and policy, underpinned by a Group wide risk register ensuring the continuous identification, assessment, and monitoring of potential risks in acknowledgement of the business's rapid evolution and fast-changing nature.

The Board and the Audit and Risk Committee receive frequent updates on material risks and actively engage in the oversight of risk-related issues.

Risk assessments are the foundation of the Group's compliance with the applicable regulatory regimes including those related to anti-money laundering, financial crime and sanction regulations, as they drive the risk-based classification of clients and suppliers, and the ongoing monitoring of such relationships. Furthermore, they serve as the basis for internal controls, policies and employee training.

In addition to the above, the Group also actively monitors an damages conflict of interest, due diligence, obligations and risk relating to gifts and entertainment as well as anti-bribery and corruption. These are subject to routine assessments to ensure regulatory standards are upheld.

ON BEHALF OF THE BOARD:

K D Lester - Director

25 April 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of risk management consultancy.

DIVIDENDS

No dividends were paid in 2025.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

K D Lester

S Brosseau

H Blakstad

Other changes in directors holding office are as follows:

F Vasvari - resigned 8 May 2025

P Robson - resigned 30 January 2025

J Lalonde - resigned 8 May 2025

W Koester - appointed 2 June 2025 - resigned 30 November 2025

M S Cichowski - appointed 8 May 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

K D Lester - Director

25 April 2026

Opinion

We have audited the financial statements of Validus Risk Management Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- the engagement partner ensures that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

- we focused on specific laws and regulations which were considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, anti-bribery, FCA, employment and health and safety legislation;

-we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by;

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations and;

-understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls we;

-performed analytical procedures to identify any unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rational behind significant or unusual transactions.

Audit response to risks identified

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to;

-agreeing financial disclosures to underlying supporting documentation;

-enquiring of management as to actual and potential litigation claims; and

-reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

Group Audits

We have have requested and reviewed material and key information from the component auditors. This has included their assessment of instances of non-compliance with laws and regulations that could give rise to material misstatement.

We have ensured the component auditors have considered the key areas of risk in respect of fraud.

We have assessed the firm and the engagement team of the component auditors to ensure that they have the necessary skills and capabilities to identify and assess any areas of non-compliance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misststatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Philippa Duckworth BSc FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

25 April 2026

TURNOVER

3

20,038,884

16,360,487

Cost of sales

(7,050,810

)

(5,049,592

)

GROSS PROFIT

12,988,074

11,310,895

Administrative expenses

(13,707,197

)

(10,491,853

)

(719,123

)

819,042

Other operating income

450,069

-

OPERATING (LOSS)/PROFIT

5

(269,054

)

819,042

Interest receivable and similar income

218,896

159,967

(50,158

)

979,009

Interest payable and similar expenses

6

(142,288

)

(205,528

)

(LOSS)/PROFIT BEFORE TAXATION

(192,446

)

773,481

Tax on (loss)/profit

7

73,682

(165,136

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(118,764

)

608,345

(Loss)/profit attributable to:

Owners of the parent

(103,947

)

613,297

Non-controlling interests

(14,817

)

(4,952

)

(118,764

)

608,345

(LOSS)/PROFIT FOR THE YEAR

(118,764

)

608,345

OTHER COMPREHENSIVE INCOME

Currency translation

13,370

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

13,370

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(105,394

)

608,345

Total comprehensive income attributable to:

Owners of the parent

(90,577

)

613,297

Non-controlling interests

(14,817

)

(4,952

)

(105,394

)

608,345

FIXED ASSETS

Intangible assets

10

4,542,368

3,852,175

Tangible assets

11

351,978

269,213

Investments

12

-

-

4,894,346

4,121,388

CURRENT ASSETS

Debtors

13

5,404,941

4,920,407

Cash at bank and in hand

9,635,201

5,831,167

15,040,142

10,751,574

CREDITORS

Amounts falling due within one year

14

(8,305,777

)

(6,812,621

)

NET CURRENT ASSETS

6,734,365

3,938,953

TOTAL ASSETS LESS CURRENT LIABILITIES

11,628,711

8,060,341

CREDITORS

Amounts falling due after more than one year

15

(889,497

)

(1,684,396

)

NET ASSETS

10,739,214

6,375,945

CAPITAL AND RESERVES

Called up share capital

18

601

631

Share premium

19

10,564,654

5,886,533

Capital redemption reserve

19

155,727

155,662

Other reserves

19

(1,743,818

)

(2,520,888

)

Retained earnings

19

1,815,335

2,892,475

SHAREHOLDERS' FUNDS

10,792,499

6,414,413

NON-CONTROLLING INTERESTS

20

(53,285

)

(38,468

)

TOTAL EQUITY

10,739,214

6,375,945

The financial statements were approved by the Board of Directors and authorised for issue on 25 April 2026 and were signed on its behalf by:

K D Lester - Director

FIXED ASSETS

Intangible assets

10

4,519,827

3,830,674

Tangible assets

11

277,071

210,418

Investments

12

540,101

540,100

5,336,999

4,581,192

CURRENT ASSETS

Debtors

13

4,498,894

4,253,523

Cash at bank and in hand

9,046,771

5,357,777

13,545,665

9,611,300

CREDITORS

Amounts falling due within one year

14

(8,190,663

)

(6,507,119

)

NET CURRENT ASSETS

5,355,002

3,104,181

TOTAL ASSETS LESS CURRENT LIABILITIES

10,692,001

7,685,373

CREDITORS

Amounts falling due after more than one year

15

(889,497

)

(1,684,396

)

NET ASSETS

9,802,504

6,000,977

CAPITAL AND RESERVES

Called up share capital

18

601

631

Share premium

19

10,564,654

5,886,533

Capital redemption reserve

19

155,727

155,662

Other reserves

19

(1,743,818

)

(2,520,888

)

Retained earnings

19

825,340

2,479,039

SHAREHOLDERS' FUNDS

9,802,504

6,000,977

Company's (loss)/profit for the financial year

(693,876

)

277,809

The financial statements were approved by the Board of Directors and authorised for issue on 25 April 2026 and were signed on its behalf by:

K D Lester - Director

Called up

Capital

share

Retained

Share

redemption

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 January 2024

631

3,165,280

5,886,533

155,662

Changes in equity

Dividends

-

(301,583

)

-

-

Total comprehensive income

-

28,778

-

-

Balance at 31 December 2024

631

2,892,475

5,886,533

155,662

Changes in equity

Issue of share capital

(30

)

-

4,678,121

-

Total comprehensive income

-

(1,077,140

)

-

65

Balance at 31 December 2025

601

1,815,335

10,564,654

155,727

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 January 2024

(3,234,716

)

5,973,390

(33,516

)

5,939,874

Changes in equity

Dividends

-

(301,583

)

-

(301,583

)

Total comprehensive income

713,828

742,606

(4,952

)

737,654

Balance at 31 December 2024

(2,520,888

)

6,414,413

(38,468

)

6,375,945

Changes in equity

Issue of share capital

-

4,678,091

-

4,678,091

Total comprehensive income

777,070

(300,005

)

(14,817

)

(314,822

)

Balance at 31 December 2025

(1,743,818

)

10,792,499

(53,285

)

10,739,214

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

631

3,196,613

5,886,533

Changes in equity

Dividends

-

(301,583

)

-

Total comprehensive income

-

(415,991

)

-

Balance at 31 December 2024

631

2,479,039

5,886,533

Changes in equity

Issue of share capital

(30

)

-

4,678,121

Total comprehensive income

-

(1,653,699

)

-

Balance at 31 December 2025

601

825,340

10,564,654

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2024

155,662

(3,234,716

)

6,004,723

Changes in equity

Dividends

-

-

(301,583

)

Total comprehensive income

-

713,828

297,837

Balance at 31 December 2024

155,662

(2,520,888

)

6,000,977

Changes in equity

Issue of share capital

-

-

4,678,091

Total comprehensive income

65

777,070

(876,564

)

Balance at 31 December 2025

155,727

(1,743,818

)

9,802,504

Cash flows from operating activities

Cash generated from operations

1

2,048,513

2,943,363

Finance costs paid

(142,288

)

-

Tax paid

(525,197

)

90,704

Net cash from operating activities

1,381,028

3,034,067

Cash flows from investing activities

Purchase of intangible fixed assets

(2,057,023

)

(1,858,607

)

Purchase of tangible fixed assets

(205,871

)

(85,841

)

Sale of tangible fixed assets

1,996

2,438

Interest received

218,896

129,103

Net cash from investing activities

(2,042,002

)

(1,812,907

)

Cash flows from financing activities

Capital repayments in year

(17,829

)

(9,161

)

Share issue

4,495,403

1,010,028

Share buyback

-

(919,358

)

Equity dividends paid

-

(301,583

)

Net cash from financing activities

4,477,574

(220,074

)

Increase in cash and cash equivalents

3,816,600

1,001,086

Cash and cash equivalents at beginning of year

2

5,831,167

4,830,081

Effect of foreign exchange rate changes

(12,566

)

-

Cash and cash equivalents at end of year

2

9,635,201

5,831,167