The directors present the strategic report for the year ended 31 December 2025. The Strategic Report provides a review of the Group’s activities for the financial year, including an outline of strategic developments and the Group’s financial performance and position at the end of the year. It also describes how the directors manage key risks.
The directors aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year-end. Much of the group's trading is carried out by the Hood Group Limited, a subsidiary within the Group, purchased on the 29th of October 2024. The only other company that traded was Hood Travel Limited, a subsidiary of Hood Group, both companies are responsible for the introduction and management of client and underwriter relationships, generating policy sales in the affinity and insurance partnership sectors.
All trading companies within the Group operate in the insurance sector.
Trading within the Group is arranged into three divisions, Travel, Residential Property and Insurance Partnerships. The Travel business continues to sell policies through partnering with well-known brands and insurers. The Residential Property business offers home insurance solutions to the UK Affinity market, supported by its chosen strategic insurers. The Insurance Partnership business provides sales and service capabilities to leading brands and insurers.
The Group results are for the year ended 31st December 2025 whilst its comparatives include only 2 months of trading.
The Group’s results in 2025 which delivered turnover of £12,954,001 (2 months ended 31st December 2024 £2,358,606) and an Operating loss of £2,855,649 (2 months ended 31st December 2024 an operating loss of £59,564) whilst disappointing, reflect the investment that has been made since the acquisition of the Hood Group and Hood Travel in people, systems and resources in driving the business forward and in our move into the Pet Insurance line of business resulting in initial upfront set up costs taken in 2025 with new trade only starting in 2026.
It has also been impacted by the increases seen in net insurer rates from our travel insurance capacity providers, reflective of increasing loss ratios being experienced market wide. This has impacted price competitiveness in a highly commoditised and price-sensitive market resulting in lower than anticipated volumes and tighter margins being experienced.
Despite this, key performance indicators for these division include renewal rates for Travel and Residential Property sold which saw an YoY uplift on prior years of 52.7% and 1.1% respectively and net promoter scores which saw a small decline to +51 from +54 achieved in 2024 against a base of +40.
During the last quarter of 2025, the Group, with the support of its investors, has initiated on a restructuring and cost reduction exercise to mitigate the impact seen on the Group’s top line performance whilst looking to deliver further top line growth for 2026.
We therefore anticipate 2026 to show a considerably improved position with the conclusion of the restructuring and cost saving projects, growth initiatives including the change to a new insurer capacity provider in respect to our travel business, the launch of Pet in 2026, commencing a new contract with Morrisons to initially provide Pet and Travel insurance and the signing of a new 3 year contract with one of our third party administration partners.
The Directors are therefore confident that all divisions will contribute towards delivering growth in the coming year and beyond in addition to potential new lines of business where opportunities arise and fit strategically with the Groups targets.
Political donations
The Group did not make any political donations during the financial year (2024: £nil).
The Board is responsible for identifying and managing the internal and external risks to which the company is exposed. The company maintains a risk register which assists in this process, is regularly updated, recording controls and actions necessary to mitigate these risks.
The principal risks and uncertainties identified by the Board are outlined below:-
Key Employee Retention
Retaining key personnel within the business, preserving existing and developing new client relationships are all vitally important to the company's future development and success. Effective succession and career planning at all levels of the organisation are regularly undertaken together with remuneration benchmarking to assist with maintaining skilled staff retention levels.
Market Risk
Market conditions within the Personal Lines insurance sector remain challenging. Customers continue to seek cheaper insurance premiums, at a time when premiums have increased at a faster rate than experienced in the past as insurers try to mitigate loss ratios that they have been experiencing The Group works closely with both its insurer and brand partners to agree sustainable pricing and margin strategies.
The direct cost of transacting business needs to be commensurate with the margin earned on each policy. The Group has been successful in driving the majority of sales online and will continue to seek other ways of creating efficiencies through empowering the customer to self-serve their policy through the use of new technologies and AI.
As the Group continues to win and renew contracts with major affinity brands and develop deeper strategic relationships with their chosen insurers, the demands for IT and Regulatory governance increase. The Group manages indirect costs in conjunction with maintaining the oversight necessary to meet Regulatory and Partner expectations.
Financial Risk
The Board analyses and reviews monthly financial performance against budgets and forecasts to ensure compliance with capital adequacy requirements and sufficient liquidity to fund current and future projects. It maintains a framework of authorisation and other internal controls to assist with ensuring that company assets are safeguarded.
Technology Risk
The Group has a disaster recovery plan covering technological platform availability, security and data integrity. There is a documented Information Security Framework in place which covers all aspects of IT security. Penetration tests and vulnerability scans are carried out frequently on web facing systems. Hood Group has a PCI DSS Attestation of compliance for 2025 to 2026, which is independently verified by a Qualified Security Assessor. Service level agreements are in place with IT suppliers to ensure availability of their services, which are regularly reviewed and monitored through governance forums.
Regulatory Risk
Trading companies within the Group are regulated by the Financial Conduct Authority and it mitigates against the risk of non-compliance with financial services and other relevant regulations such as anti-bribery and data protection. The Group maintains a Compliance & Audit team function, which covers regulatory compliance, risk, data protection, audit and incident management. The Group also has Learning & Development and Quality Assurance teams to ensure the compliant management of services to the customer.
The Group will continue to grow its Travel revenue through partner and insurer engagement, also by securing the renewal or extension of its Brand Partner contracts. The Group will also seek new brand partner contracts to expand current technology capabilities to maximise profit margins.
The Residential Property business is expected to grow following the successful launch of a new product onto ICE, our policy administration system, serving our current affinity brand partners and opening up opportunities to add new affinity partners in a quick, simple and low-cost manner, utilising the product build platform. We are also in the process of finalising the development of a second Residential Property product, with a reduced question set utilising data from external sources which will broaden our affinity target market for Home Insurance propositions.
Insurance Partnerships will focus on delivering an efficient, high-quality service to existing and new partners.
The Group will also look to invest further in its own brand ‘Select & Protect’ with the launch of a new website in 2026.
The Group has recruited top talent to drive the new business strategy, including the introduction of a Pet product offering. We are confident our focus on pet healthcare, powered by on-going investment in our operational platform, will support growth and scalability. Combined with our innovation and intelligent use of data, we believe it is a compelling product for our new partners.
The Group will continue its transition to a more digitally enabled and scalable business, that delivers customer centric solutions and financial efficiencies.
The Group is focused on building ever stronger engagement with its existing workforce through staff recognition and development, whilst recruiting the right quality of new staff to support growth and our capabilities to forge new business relationships.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Ensco 1484 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows 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).
Basis for 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 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
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,697,413 (2024 - £9,066 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Ensco 1484 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, Dencora Court, Tylers Avenue, Southend on Sea, Essex, United Kingdom, SS1 2BB.
The group consists of Ensco 1484 Limited and all of its subsidiaries.
The comparative information included in these financial statements are presented for a period of 10 months from 1 March 2024 to 31 December 2024 following the alignment of the company's year end with that of the group which it heads. Subsequent periods are prepared for a 12 month period.
The consolidated results are presented from the date on which the group came into being on 29 October 2024 and as such, the comparative results shown in the group statement of income, the group statement of cash flows and the related notes present information from this date, a period of just over 2 months. As such, comparative information may not be entirely comparable.
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.
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 consolidated group financial statements consist of the financial statements of the parent company Ensco 1484 Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors are required to consider whether the Company can continue in operational existence for a period of at least 12 months from the approval of these financial statements. The Board have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Management is confident with the new contracts that are coming on board, the restructuring performed in the year and with the additional cash injection received from its investors amounting to £3.35m that the Group is able to continue in the foreseeable future and the accounts should therefore be prepared on the Going Concern Basis.
Credit is taken for net commission on premiums receivable on insurance policies placed during the accounting period.
Credit is taken for administration fees billed to clients in the period in which they are earned. Other income is credited to the profit and loss account as it is received.
Profit share payments are received, from time to time, from some insurance underwriters based on the underlying performance of the books of insurance underwritten on the Company's behalf by those underwriters. These payments are regarded as contingent commissions and are recognised as revenue once the calculation has been agreed with the underwriter and the cash has been received from the underwriter.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
System development costs are being amortised evenly over their estimated useful lives of three, five or seven years depending on the projected longevity of the systems in place.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
In the application of the group’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.
Capitalised hours
Time incurred in relation to project system development is recognised within the accounts either as a capitalised intangible fixed asset or as development work in progress within other debtors. In assigning a value to each hour spent on project development, a monetary rate per hour is calculated for each relevant job role, based on average staff costs for the individuals employed within each role. This includes an element of judgement and estimation in that not all staff within each role receive the same remuneration.
Valuation of goodwill
A key judgement relates to the assessment of impairment of the goodwill value recognised in relation to acquired investments. Management has exercised judgement in determining whether indicators of impairment exist and, where such indicators are identified, whether the carrying value of goodwill exceeds its fair value.
Assessing fair value involves significant estimation uncertainty, particularly in relation to the assumptions used to estimate future cash flows and the discount rate applied, which is based on the subsidiary’s weighted average cost of capital (WACC). The WACC reflects management’s estimate of the time value of money and the risks specific to the subsidiaries and its operating environment.
The comparative figure above is the audit fee allocated to the trading period from 29th October 2024. The total audit fee allocated to group companies is disclosed within the individual subsidiary accounts.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 0).
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
As at 31st December 2024, fixed asset investments in the company had a carrying value of £0.01.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Bank loans are secured by way of a fixed charge over the Company's contracts, book debts, intellectual property, cash at bank and in hand and goodwill and a floating charge over all of the Company's undertakings and assets.
Included within other borrowings above is £385,425 in respect of invoice discounting. These amounts are secured by way of fixed and floating charges over all property and undertakings of the Company.
In the prior period, a company within the group has issued a loan note with a nominal amount of £6,494,264, 10% secured series A fixed rate. Interest accrues on the principal amount until the date on which the loan note redeems and is payable on redemption - 29 Oct 2029. The loan note does not contain any restrictions on borrowing, charging or disposal of assets by the issuer or any of its subsidiaries.
In the prior period, a company within the Group has issued a loan note with a notional value of £707,186, 12% unsecured series B fixed rate. Interest accrues on the principal amount until the date on which the loan note redeems and is payable on redemption - 29 Oct 2029. The loan note does not contain any restrictions on borrowing, charging or disposal of assets by the issuer or any of its subsidiaries.
On 28th November 2025, a new loan note amendment agreement was made in relation to the above-mentioned A and B loan notes. This resulted in the loan notes changing to A1 and B1 loan notes with a maturity date of 28th November 2030 and amended interest of 0%. This amendment was assessed as substantial, as a result the liability is measured at the present value of future cash flows using effective interest rates of approximately 10% for the A and 12% for the B loan notes. The difference of £3,083,523 between the nominal loan values and the amortised cost has been recognised in Capital and Reserves as a capital contribution reserve, reflecting the shareholder relationship.
On 28 November 2025, a company within the group issued further loan notes with a nominal amount of £3,207,338, 15% secured series A2 fixed rate and £128,059, 15% secured series B2 fixed rate. Interest accrues on the principal amounts until the date on which the loan note redeems and is payable on redemption - 28 November 2030. The loan note does not contain any restrictions on borrowing, charging or disposal of assets by the issuer or any of its subsidiaries.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Each A ordinary share is entitled to one vote per share subject to the A ordinary shares as a class having a total number of votes as is equal to one vote for every A ordinary share in issue and one vote for every B ordinary share in issue (ignoring for these purposes that the B ordinary shares do not carry the right to vote). No dividends shall be paid until all the secured Series A1 and A2 loan notes of Ensco 1529 limited have been redeemed in full, the redemption date is 29 October 2030.
The B ordinary shares do not carry rights to vote. No dividends shall be paid until all the secured Series A1 and A2 loan notes held in Ensco 1529 Limited have been redeemed in full.
Each C ordinary share is entitled to one vote per share. No dividends shall be paid until all the secured Series A1 and A2 loan notes held in Ensco 1529 Limited have been redeemed in full.
Each D ordinary share is entitled to one vote per share. No dividends shall be paid until all the secured Series A1 and A2 loan notes held in Ensco 1529 Limited have been redeemed in full.
Each E ordinary share is entitled to one vote per share. No dividends shall be paid until all the secured Series A1 and A2 loan notes held in Ensco 1529 Limited have been redeemed in full.
The F ordinary shares do not carry rights to vote. No dividends shall be paid until all the secured Series A1 and A2 loan notes held in Ensco 1529 Limited have been redeemed in full.
Each G ordinary share is entitled to one vote per share. No dividends shall be paid until all the secured Series A1 and A2 loan notes held in Ensco 1529 Limited have been redeemed in full.
455,174 ordinary D shares have been issued and are unpaid at the year end.
All other share issues above have been fully paid.
The capital contribution reserve of £3,083,523 arose following the amendment of the loan note agreement on 28th November 2025 in Ensco 1529 Limited and Ensco 1530 Limited and is not available for distribution.
There is a cross guarantee in place across each legal entity within the Hood Group, undertaking to settle the obligations of the loan notes in the event that the Company is unable to.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The total amount of employee benefits (including employer pension contributions) received by key management personnel for their services to the Group was £1,260,278 (2024: £161,854).