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

The Company is the holding company in a group which acts as insurance underwriting agents. Included in the group is a subsidiary which is authorised and regulated by the Financial Conduct Authority. The bulk of the group’s activities are conducted through Appointed Representatives.

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

The result for the period, after taxation, amounted to a loss of £1,820,691 (2024: profit of £1,859,303).

Although the company has made a large loss for the period, this is predominantly due to intercompany bad debt provisions of £1,797,226. Outside of these the directors consider the performance of the company for the period to have been satisfactory and within their expectations, and they are confident that satisfactory results will be achieved in the future.

The directors consider that its business of providing services to underwriting teams which operate under delegated underwriting authorities from leading insurers provides an excellent basis for successfully developing a profitable portfolio of insurance business. Falcon MGA Services Limited (FMGAS) and Trilogy Underwriting Limited (TUL) were both sold during the prior year. FMGAS continues to be an Appointed Representative of Resolution Underwriting Partnership Limited (RUPL).

The company has various financial assets and liabilities, such as trade receivables and trade payables, arising directly from its operations. These assets and operating cash arising are actively managed to avoid unnecessary currency exposure. The company has not undertaken hedging activity but may do so if such arrangements appear to be a suitable solution to minimising any currency exposures, especially for earnings in currencies other than sterling.

The company manages its own cash and borrowings to maximise interest income and minimise interest expense, whilst ensuring that sufficient liquid resources are available to meet operating needs. The group does not hold client money while insurers’ funds are held with approved banks in currencies appropriate to the settlement requirements of the business.

The company will become exposed to interest rate risk on bank deposits when interest rates recover.

The group’s principal foreign currency exposure risk potential could arise from income earned on trading operations with customers and suppliers in non sterling currency. Current and anticipated insurance business is predominantly denominated in sterling.

The company has advanced funds to trade investments which are Appointed Representatives of our Authorised Firm in order to provide start-up and working capital. The operating performance and financial targets of these debtors are closely monitored. Group companies act as an agent for insurers; while suitable vetting arrangements are operated to verify the credit worthiness of insurance brokers from whom business predominantly comes, the risk of non-payment rests largely with others. Investment of cash surpluses are made with banks which are considered by the Board to have adequate credit ratings to achieve the prudential standards applicable in our business.

The past year has seen the business perform according to budget and there is confidence that the group is building a solid base from which to grow a profitable business.

The auditor, Affinia (Chelmsford), is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies regime.

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102).

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Resolution Underwriting Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 company’s affairs as at 31 December 2025 and of its loss for the company 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

Key audit matters

Except for the matter described in the material uncertainty related to going concern section, we have determined that there are no other key audit matters to be communicated in our report.

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements, which indicates the events and conditions that give rise to a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

• the 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured 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 from our commercial knowledge and experience of the insurance industry;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including Companies Act 2006, FCA compliance and taxation legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence with the FCA 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.

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 rationale behind significant or unusual transactions; and

• observed and identified internal controls in place.

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 statement disclosures to underlying supporting documentation;

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

• reviewing correspondence with laws and regulations.

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 directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

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

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

Resolution Underwriting Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 19th Floor, 1 Westfield Avenue, London, E20 1HZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

With the sale of Trilogy Underwriting Ltd (TUL) and FMGAS the company has reduced its day-to-day activity in the United Kingdom. However, Resolution Underwriting Partnership Ltd (RUPL) continues to act as the regulated entity supporting several Appointed Representatives. Other such opportunities are being sought and may be expected to generate additional income for the coming year. In the USA, it continues to have 100% ownership in Trinity General Agency Holdings Inc. and its 43% share of the operating subsidiary Trinity General Agency Partnership LLC.

The sale of TUL includes a deferred payment to the company as 70% shareholder and the management 30% shareholder. The deferred payment is based on the continuing results of TUL under its new owner and therefore there exists a level of significant uncertainty as to the amounts that may be due. The minimum thresholds as at 31 December 2025 were not achieved to trigger the first deferred payment but the directors are confident that the second payment as at 31 December 2026 will be achieved since the day-to-day trading activity of TUL has increased, giving a greater potential of a profitable outcome. Some of the results of TUL will be based on the payment of profit commissions from their capacity providers. Loss ratios remain low and thus the potential for TUL to receive profit commissions is deemed high. Current estimates suggest that a deferred payment of seven figures would not be unexpected.

The cashflow of the company remains tight ahead of the receipt of the deferred payment, particularly should opportunities for additional Appointed Representatives not arrive. The directors have confirmed to the Board that they will provide financial support to the group in order to ensure that it remains a going concern through to 31 December 2026 when the final deferred payment it due.

The company's ability to fund itself and the group beyond 2026 hinges on the success of TUL following its sale to a third party. If conditions are not met and a deferred payment does not crystalise then alternative funding options will be required to ensure the company (and group) remain a going concern. Whilst the directors acknowledge the uncertainty, they remain confident that a substantial deferred payment will crystalise at 31 December 2026, and accordingly, the financial statements continue to be prepared on a going concern basis.

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

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There were no critical accounting judgements that would have a significant effect on the amounts recognised in the Company's financial statements or key sources of estimation uncertainty at the balance sheet date that would have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The average monthly number of persons (including directors) employed by the company during the year was:

During the year the Company sold all its shares in its subsidiary Resolution Underwriting Holdings (Ireland) Limited. Included in exceptional items is a provision against intercompany debt of £Nil (2024: £148,907) relating to Resolution Underwriting Holdings (Ireland) Limited and £Nil (2024: £12,778) for Sportscover Europe Limited, a company in which Resolution Underwriting Holdings Limited disposed of its shareholding in 2023.

During the prior year the Company sold all its shares in its subsidiaries Falcon MGA Services Limited and Trilogy Underwriting Limited for a profit of £2,796,571. Both transactions were completed during the prior year. As part of this transaction an intercompany balance of £Nil (2024: £80,653) was written off relating to Falcon MGA Services Limited.

There is uncertainty surrounding the future profitability and cash flow generation of the Company's fellow group company Trinity General Agency LLC (TGALLC), which writes motor insurance business in Texas USA. As such the Directors have decided to make a provision of £735,064 (2024: £279,991) against its outstanding loans with TGALLC.

There is also uncertainty around future profitability and cash flow generation of the Company's subsidiary Resolution Group Services Limited. As such the Directors have decided to make a provision of £1,062,162 (2024: £nil) against its outstanding position with Resolution Group Services Limited.

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

An unlawful preference share dividend was paid during the prior year, the amounts declared were not supported by the accounts. The shareholders received this unknowingly, aside from those determined to be constructive trustees, for whom balances were repayable to the company. As a result £1,069,454 of this amount is shown as other reserves. The remaining balances have all been repaid by the year end.

Subsequent to the year end, on 31 March 2026, the Company entered into a novation agreement whereby a creditor balance of USD 431,000 (equivalent to £319,112), originally payable by Trinity General Agency Holdings Inc., a fellow group company, was transferred to the company.

As a result of the novation, the Company recognised a corresponding receivable and payable; however, the balance is now payable to the Directors and recoverable from the connected company. The novation was completed on terms consistent with those of the original creditor arrangement and, in the Directors' opinion, was undertaken on an arm's length basis.

As the transaction occurred after the reporting date, it is considered a non-adjusting event and, accordingly, no adjustment has been made to the amounts recognised in these financial statements.

As at 31 December 2025, the company owed £43,807 (2024: £55,000) to the directors. Interest totalling £3,433 (2024: £37,780) was charged on the loans in the period at 4.5%. As at 31 December 2025, the Company owed interest of £3,077 (2024: £12,040) in respect of these loans.

Included within other debtors are amounts totalling £nil (2024: £637,306) relating to amounts owed by the directors, and their close family members. Included in this amount is interest charged in the year of £15,956 (2024: £4,099).

As at 31 December 2025, the company was owed £552,500 (2024: £552,500) by a wholly owned subsidiary , of which £552,500 (2024: £552,500) relates to subordinated loans. The interest at a base rate plus 3.5% on £112,500 of the sub-ordinated debts has been waived in 2025 and 2024 and the remaining debt of £440,000 (2024: £440,000) is non-interest bearing. As well as the amount owed, there is an amount due to the subsidiary of £954,783 (2024: £798,331). In addition to these items, in 2015 upon the acquisition of the subsidiary, the Company acquired loan stock of £195,873 for nil cost and they continue to be held at nil value.

During the year, the Company advanced £640,367 (2024: £193,797) to a wholly owned holding company incorporated in the State of Delaware, USA. The holding company owns 43% of the profit participation interests in a managing general agent. As at 31 December 2025, the Company was owed £2,071,672 (2024: £1,461,304) from the holding company in respect of these loans. Interest is due 6% from the holding company and totalled £103,536 (2024: £57,096) for the period. As at 31 December 2025, the Company was owed interest of £325,749 (2024: £211,053) in respect of these loans. The Company also paid legal fees on behalf of the holding company in a previous year amounting £27,711 (2024: £27,211) which remain outstanding as at 31 December 2025. In 2025, as a result of the recent trading performance of the managing general agent and the potential restructuring of that entity further amounts of £725,696 (2024: £279,990) has been impaired against the loans as disclosed in note 6, which means the loans have been fully impaired at the year end.

As at 31 December 2025, the Company was owed £1,062,162 (2025: £747,596) by further subsidiaries, and included in administration expenses is a management charge of £40,000 (2024: £45,900) from one of those subsidiaries. In 2025, as a result of the recent trading performance of one of the subsidiaries an amount of £1,062,162 (2024: £nil) has been impaired against the loans as disclosed in note 5, which means the loans have been fully impaired at the year end.

Other than as disclosed above, interest was not charged on any other loans.