The directors present their strategic report for the year ended 31 December 2025.
Texel Finance Limited is an international insurance broker specialising in the origination, placement and servicing of non-payment credit insurance, political risk and related speciality insurance solutions through its accreditation at Lloyd’s of London. The Company serves a diverse international client base and operates across multiple jurisdictions, supporting financial institutions, corporates, traders and investors engaged in international commerce and investment.
The Board is pleased with the Company’s performance during the year. Growth was supported by increased business activity, strong client retention, continued market demand for specialist risk transfer products and income arising from investment and group activities.
The directors believe the Company’s market position, technical expertise, client relationships and reputation continue to provide a strong foundation for sustainable long-term growth.
Business development and financial performance remain satisfactory, as shown by the key performance indicators below:
- Turnover: $17.8m (2024: $12m)
- Operating profit: $9.8m (2024: $2.6m)
- Operating margin: 55% (2024: 21.6%)
Working Capital:
Credit control is managed in accordance with agreed settlement terms with insurers, clients and other counterparties and is monitored continuously as part of the Company's treasury and risk management framework. The timing of brokerage receipts, settlements and group transactions can result in fluctuations in working capital.
The Company's business is not seasonal in nature and working capital levels may fluctuate during the year depending on the volume, timing and structure of individual placements, premium settlements, claims activity and intercompany transactions. As a specialist broker operating in the trade credit and political risk insurance markets, transaction values can vary significantly between reporting periods and, accordingly, period-end balances may not always be representative of activity levels throughout the year.
The Board regularly reviews liquidity, debtor balances and settlement obligations to ensure the Company maintains adequate resources to support its operational and strategic objectives. The directors remain satisfied that the Company's financial resources and liquidity position provide a strong platform for continued growth and the effective management of its business activities.
Regulatory Capital
The Board seeks to maintain capital resources comfortably in excess of applicable regulatory requirements and to preserve a prudent level of financial flexibility.
Capital adequacy is monitored on an ongoing basis as part of the Company's governance and risk management framework, considering the nature, scale and complexity of its activities. The directors are satisfied that the Company maintained appropriate capital resources throughout the year and that its financial position remains supportive of its future growth objectives.
Regulatory and Compliance
There have been no changes to the Company’s regulatory position, nor any intervention by the Company’s regulators, during the year.
The Board is pleased with the Company's performance during the year. Against a backdrop of continuing geopolitical uncertainty, evolving trade patterns and a challenging global economic environment, Texel continued to strengthen its position as a specialist broker of non-payment credit insurance, political risk and related insurance solutions.
The Company has built its reputation on technical expertise, strong market relationships and a commitment to delivering high levels of service to clients. These principles continue to underpin the business and support the Company's long-term growth strategy.
Demand for specialist risk transfer solutions remained strong during the year as clients sought to navigate an increasingly complex international trading and investment environment. The Board believes the Company's specialist focus, market expertise and long-standing relationships with insurers and clients continue to provide a strong platform for sustainable growth.
The Company continued to invest in its people, technology and operational infrastructure to support future growth and enhance service delivery.
During the year, the Texel Group completed its transition to employee ownership through the Texel Employee Ownership Trust. The Board believes that employee ownership preserves the culture and independence of the business, further aligns employees with the long-term success of the Group and supports continuity for clients and other stakeholders.
The Company maintains a strong financial position and remains well placed to pursue opportunities within its specialist markets. The Board continues to focus on sustainable growth, maintaining strong relationships with clients and insurers, investing in people and technology, and delivering long-term value for stakeholders.
The directors remain confident in the long-term prospects of the business and believe the Company is well positioned to benefit from continued demand for trade credit and political risk insurance solutions.
The Board maintains a risk register and monitors the key risks facing the Company, together with the adequacy of the controls used for managing those risks. The Board conducts a formal review of the Company's principal risks and uncertainties at least annually.
The Board considers that the principal risks and uncertainties facing the Company are as follows:
Commercial Risk
The Company operates in a specialist and competitive international insurance marketplace and is mindful of changing market conditions, client requirements and competitive pressures. The Company mitigates this risk by maintaining its focus on the quality and expertise of its people, the strength of its client relationships and the specialist nature of its trade credit and political risk insurance offering.
Reputational Risk
The Company places a high priority on protecting its reputation and maintaining the confidence of clients, insurers and other stakeholders. This risk is managed through a strong culture of professionalism, the ongoing development and competence of its workforce and the application of effective governance and quality control procedures.
Regulatory Risk
The Company operates in a regulated environment and is subject to regulatory requirements in the jurisdictions in which it conducts business. The Company monitors regulatory developments and seeks to ensure continued compliance with applicable laws, regulations and market standards through its governance, compliance and risk management framework.
Cyber and Information Security Risk
The Board recognises the increasing threat posed by cybercrime, data loss and technology-related disruption.
The Company continues to invest in cyber security measures, including ongoing monitoring of its technology environment, vulnerability assessments, staff awareness training and business continuity arrangements. Access controls, password protocols and system security measures are reviewed regularly, and employees are required to undertake cyber awareness training as part of the Company's risk management framework.
The Board remains committed to maintaining the resilience of the Company's technology infrastructure and continues to review the adequacy of its cyber security arrangements in response to the evolving threat landscape.
Operational and Other Risks
The Board considers that it has appropriate controls and protections in place in respect of operational and financial risks, including business disruption, systems failure and key person dependencies. The Company also monitors and manages exposure to foreign exchange, liquidity and credit risk through its established governance and risk management framework.
The directors are satisfied that the Company's financial strength, operational infrastructure and internal control environment provide an appropriate level of protection against the principal operational and financial risks facing the business.
The Company remains committed to conducting business responsibly and embedding environmental, social and governance considerations throughout its operations. This commitment is supported through employee welfare initiatives, the activities of the Texel Foundation and the Company's diversity and inclusion programmes.
Through the Texel Foundation, grants are provided to a range of charitable organisations and initiatives focused on health, education, social impact and the arts.
Reducing environmental impact remains an important part of the Company's long-term strategy. In addition to seeking to minimise its carbon footprint where practical, the Company manages the impact of unavoidable emissions by investing its estimated carbon costs into environmentally focused impact investments.
The Company is a signatory to the United Nations Environment Programme's Principles for Sustainable Insurance (UN PSI) and continues to publish annual disclosure reports in accordance with its commitments under the framework. The Company's ESG performance is assessed annually by EcoVadis. The Company retained its Bronze rating during the year and continues to implement improvements identified through the assessment process.
The Board remains committed to the ongoing development of policies and practices relating to ethics, human rights, environmental responsibility and corporate governance, supporting the Company's objective of creating sustainable long-term value for its stakeholders.
The Company as a medium sized company is currently exempt from the Streamlined Energy and Carbon Reporting ("SECR") disclosure requirements applicable to large companies and, accordingly, detailed carbon emissions disclosures are not included within these financial statements.
The Section 172(1) Statement requires directors to explain how they have had regard to the matters set out in Section 172 of the Companies Act 2006, when performing their duty to promote the success of the Company for the benefit of its stakeholders.
During the year, the directors had regard to:
a) The likely long-term consequences of decisions;
b) The interests of the Company's employees;
c) The need to foster the Company's business relationships with clients, insurers, suppliers and other stakeholders;
d) The impact of the Company's operations on the community and the environment;
e) The desirability of maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the Company
The directors maintain regular engagement with employees and shareholders and receive regular reporting on the Company's financial performance, business development, operational activities, regulatory matters and principal risks. This provides the Board with an understanding of the matters most relevant to stakeholders and supports informed decision-making.
The Company's culture is founded on professionalism, collaboration, accountability and client service. The Board believes that maintaining this culture supports sustainable long-term growth and the continued success of the business. During the year, the transition of the Texel Group to employee ownership through the Texel Employee Ownership Trust further strengthened the alignment between employees and the long-term success of the business.
Key stakeholders are identified through the Company's governance and risk management processes and stakeholder matters are considered as part of Board discussions and strategic decision-making.
Our Stakeholders
Clients
Why the Company engages
The Company advises on and intermediates specialist trade credit, political risk and related insurance transactions for an international client base. Understanding clients' needs and providing tailored insurance solutions are fundamental to the Company's continued success.
How the Company engages
The Company maintains regular engagement with clients through its broking teams and provides advice throughout the insurance placement and servicing process. Ongoing dialogue assists the Company in understanding clients' requirements, market developments and emerging risk trends.
The Board monitors client service standards, business development activity and strategic initiatives to support the continued delivery of high-quality advice and service.
Insurers and Market Counterparties
Why the Company engages
Strong relationships with insurers, reinsurers and other market participants are essential to the Company's ability to deliver effective insurance solutions for its clients.
How the Company engages
The Company maintains regular engagement with insurance markets and market counterparties to understand developments in underwriting appetite, market capacity and product innovation. Long-standing relationships support the Company's ability to deliver competitive and effective solutions for clients.
Employees
Why the Company engages
The expertise, dedication and professionalism of employees are central to the Company's success. Supporting employee development and wellbeing enables the Company to continue providing specialist advice and service to its clients.
How the Company engages
The Board engages with employees through regular communication, management meetings, performance reviews, training initiatives and employee feedback mechanisms.
Investment in professional development, employee wellbeing and diversity and inclusion remains an important part of the Company's people strategy. The employee ownership model introduced during the year further strengthens employee participation in the long-term success of the business and supports the preservation of the Company's culture and values.
Suppliers
Why the Company engages
The Company relies on a range of suppliers and service providers to support its operational activities and technology infrastructure.
How the Company engages
Supplier relationships are managed on a professional and collaborative basis. The Company seeks to work with suppliers that demonstrate high standards of service, integrity and reliability and reviews supplier relationships periodically to ensure they remain appropriate for the needs of the business.
Communities and the Environment
Why the Company engages
The Company recognises the importance of contributing positively to the communities in which it operates and of managing its environmental impact responsibly.
How the Company engages
Through the Texel Foundation, support is provided to a range of charitable initiatives covering health, education, social impact and artistic opportunity.
The Company continues to develop its environmental, social and governance framework and remains a signatory to the United Nations Environment Programme's Principles for Sustainable Insurance.
The Company retained its EcoVadis Bronze ESG rating during the year and remains committed to the ongoing development of policies and practices relating to ethics, human rights, environmental responsibility and corporate governance.
Regulators
Why the Company engages
As an insurance intermediary operating within a regulated environment, the Company is subject to regulatory oversight and recognises the importance of maintaining high standards of governance and compliance.
How the Company engages
The Company maintains open and constructive engagement with relevant regulatory bodies and seeks to ensure compliance with applicable legal and regulatory requirements through its governance, compliance and risk management framework.
Regular updates on regulatory and compliance matters are provided to the Board, enabling regulatory developments and emerging risks to be appropriately considered as part of decision-making.
Shareholder
Why the Company engages
The Company recognises the importance of maintaining an open and transparent relationship with its shareholder. Following the transition of the Texel Group to employee ownership during the year, the Board remains focused on protecting the long-term interests of the business while preserving its culture, independence and strategic direction.
The Board believes that long-term value creation is best achieved through sustainable growth, prudent financial management and continued investment in the Company's people, client relationships and operational capabilities.
How the Company engages
The Board considers shareholder interests when making significant strategic, operational and financial decisions and seeks to balance short-term performance with the long-term success of the business.
Regular reporting, governance processes and stakeholder engagement enable the Board to monitor performance and assess how its decisions contribute to the delivery of sustainable long-term value.
On behalf of the board
The profit for the year, after taxation, was $10,647,772 (2024: $2,890,251).
During the year, dividends totalling $37,600,000 (2024: nil) were declared and paid.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company operates a centralised treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.
The Company's principal financial instruments comprise cash and cash equivalents, trade and other receivables, trade and other payables and balances with group undertakings arising from its operations.
The Company is exposed to foreign currency, credit and liquidity risks in the normal course of business and manages these risks through its treasury and risk management policies. Where considered appropriate, the Company may utilise forward foreign exchange contracts to manage foreign currency exposures. Such instruments are not entered into for speculative purposes.
The company manages its cash and borrowing requirements centrally in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.
The company has limited exposure to cash flow interest rate risk on floating rate deposits, external borrowings and bank overdrafts.
The company’s principal foreign currency exposures arise from income being received mainly in US Dollars and Euros whereas overhead expenditure is incurred mainly in Sterling. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in US Dollars. This hedging activity involves the use of foreign exchange forward contracts.
The Company's exposure to credit risk arises principally from cash deposits, trade receivables, amounts due from group undertakings and certain investment balances. Cash resources and investments are placed with financial institutions and counterparties that satisfy credit criteria approved by the Board and are subject to ongoing review.
Trade receivables and group balances are monitored regularly and provision is made where recoverability is considered uncertain. The Board considers the Company's exposure to credit risk to be appropriately managed through its credit control procedures and ongoing monitoring of counterparties.
The Company remains well positioned to continue delivering high levels of service to its clients, supported by its strong financial position, specialist expertise and established market relationships. The Board remains committed to the prudent management of the business for the long-term benefit of shareholders, employees and clients.
The auditor, Taylor Associates, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 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 judgements 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.
The directors have determined that the going concern basis of preparation of these financial statements remains appropriate having assessed the principal risks and uncertainties facing the Company and considered the current economic and geopolitical environment in which it operates.
The Company continues to benefit from a diversified international client base, established insurer relationships and a specialist position within the trade credit and political risk insurance market. The financial results for the year are reflecting the continued growth and resilience of the business.
The directors have considered a range of scenarios when assessing the Company's future cash flow requirements, profitability and liquidity position. Based on these assessments, the directors are satisfied that the Company has adequate financial resources to continue meeting its obligations as they fall due and to support its operational requirements for the foreseeable future.
The Company maintains a strong financial position and continues to actively manage its liquidity and working capital resources. The directors are satisfied that the Company's financial and operational strength provides an appropriate basis for the adoption of the going concern assumption.
Furthermore, the directors regularly assess the recoverability of the Company's assets and have not identified any matters that would indicate a material uncertainty regarding the Company's ability to continue as a going concern.
We have audited the financial statements of Texel Finance Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant UK tax compliance regulations and Data Protection Regulation (GDPR).
We understood how the company complies with laws and regulations by making enquiries of management, internal audit, those responsible for legal and compliance procedures. We made enquiries through our review of board minutes and internal controls process documentation and considered the results of our audit procedures.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to discuss areas where we considered there was susceptibility to fraud. We considered the internal controls that the company has implemented to address any risks identified, or to prevent, deter and detect fraud, and how senior management monitor them.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations.
The key audit areas identified at planning included revenue recognition, accounting estimates, translations from foreign exchanges and testing manual journals. We planned and designed our work to provide reasonable assurance that the financial statements were free from fraud or error. However due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected an irregularity or fraud that could result in a material misstatement in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
- Enquiring of management of whether they have knowledge of any actual, suspected or alleged fraud and of the company’s high-level policies and procedures to prevent and detect fraud
- Reading minutes of the meetings of management; and
-Considering remuneration incentive schemes and performance targets for management.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as bad debt provisions. On this audit we do not believe there is a fraud risk related to revenue recognition because the company’s income primarily arises from contractor timesheets billed with fixed and periodic payments. We did not identify any additional fraud risks.
We also performed procedures including:
- Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation;
- Challenging and observing the processes and methodologies applied in calculating key accounting balances; and
- Evaluating the business purpose of significant unusual transactions.
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.
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 Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
Texel Finance Limited is a company limited by shares incorporated in England and Wales. The registered office is 11-12 Bury Street, London EC3A 5AT, United Kingdom.
The financial statements are prepared in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $1.
Statement of Cash Flows and Related Party Disclosures
The company is a wholly-owned subsidiary of Texel Holdings Limited and its financial performance is included in the consolidated financial statements of Texel Holdings Limited, which are publicly available. Consequently, the company has taken advantage of the exemptions in terms of FRS 102 Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d). The company has also taken advantage of the exemption in terms of FRS 102 Related Party Disclosures 33.1A in respect of transactions entered into between two or more members of the Texel Holdings Group, where the subsidiary which is a party to the transaction with this company is also wholly owned.
Brokerage is derived from insurance contracts and is recognised on the inception date of individual contracts, or if later, the date on which placement has been substantially completed. Brokerage is stated net of commissions to third parties.
For contracts where the premium is payable in installments, brokerage on all such installments is recognised at the date placement is completed or if later, when the first installment falls due for payment.
Brokerage arising from mid-term premium adjustments is recognised when such adjustments are made.
Most contracts carry an obligation to provide post placement services, principally contract administration and amendment, claims handling and advice. Where there is the possibility of future servicing, an element of income relating to the policy is deferred to cover such associated contractual obligations.
In determining the fair value of brokerage to be recognised, an adjustment is made to reflect the amount of brokerage that may become repayable due to the cancellation and return premium of the underlying policy. In addition, certain contracts contain contingent obligations to make a return of premium, where a proportion of the brokerage earned would also be returnable.
Other operating income:
Other operating income comprises amounts receivable from group undertakings in respect of management and cost recharge arrangements, together with income arising from employee ownership and share-based incentive arrangements.
Recharge income is recognised in the period to which the underlying services or costs relate.
Income arising from employee ownership arrangements, including amounts associated with employee share option exercises and employee benefit trust transactions, is recognised when the Company's right to receive the income has been established and the amount can be measured reliably.
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 credited or charged to profit or loss.
The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Value in use is determined by reference to the present value of the future cash flows expected to be derived from the asset or cash-generating unit.
Intangible assets with indefinite useful lives, where held, are tested for impairment at least annually whether there is an indication that the asset may be impaired. The Company did not hold any intangible assets with indefinite useful lives during the year.
Impairment losses are recognised immediately in profit or loss. Where the circumstances giving rise to an impairment loss subsequently reverse, the impairment loss is reversed to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised.
Basic financial assets comprise trade receivables, other receivables, amounts due from group undertakings and cash and cash equivalents. Such assets are initially recognised at transaction price and are subsequently measured at amortised cost using the effective interest method, unless the arrangement constitutes a financing transaction. Where a financing transaction exists, the asset is measured at the present value of 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 are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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 company after deducting all of its liabilities.
Basic financial liabilities, including trade and other payables, borrowings and loans from fellow group companies 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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 Company's contractual obligations specified in the relevant agreement are discharged, cancelled or expire. The difference between the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
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 income statement, 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 when the company has 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.
Deferred bonus arrangements
The Company operates deferred bonus arrangements in connection with the transition to employee ownership through the Texel Employee Ownership Trust.
Awards are accounted for based on the substance of the arrangement. To the extent that an award relates to past service, the associated cost is recognised when the Company has a present obligation and the amount can be measured reliably. Where entitlement is conditional upon the provision of future service, the cost is recognised over the relevant service period, reflecting the period over which employees become entitled to the award.
Deferred bonus obligations are measured at the present value of the estimated future payments and are reassessed at each reporting date to reflect changes in assumptions regarding employee retention, forfeitures and expected settlement amounts. Any resulting adjustments are recognised in profit or loss in the period in which they arise.
Amounts payable under these arrangements are recognised within employee benefit obligations until settlement.
Insurance broking debtors and creditors
The Company acts as agent in the placement and administration of insurance contracts. Premiums and amounts collected from clients and payable to insurers, clients or other counterparties in respect of insurance transactions are held in a fiduciary capacity and do not represent assets or liabilities of the Company, except to the extent of the Group’s own entitlement to brokerage, fees or other income.
Cash balances held in fiduciary accounts are therefore excluded from cash and cash equivalents in the Company balance sheet. Insurance broking debtors and creditors are presented on a net basis where there is a legally enforceable right of set-off and settlement occurs, or is expected to occur, through a single net settlement process.
Insurance broking debtors and creditors are classified as basic financial instruments and are recognised and measured in accordance with the accounting policies for financial instruments set out above.
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.
Deferred bonus and share arrangements - At the reporting date, the directors exercise judgement in assessing the accounting treatment of deferred bonus arrangements established in connection with the transition of the Texel Group to employee ownership through the Texel Employee Ownership Trust, including the extent to which awards relate to past service and future service conditions. The related liability is measured using estimates of future settlement amounts, employee retention, expected forfeitures and the discount rate applied to future payments. Changes in these assumptions may result in material adjustments to the carrying amount of the liability in future periods.
Income deferral relating to future servicing obligation - At the reporting date, the directors exercise judgement in determining the proportion of brokerage income that relates to future servicing obligations and should therefore be deferred and recognised in future periods. The related liability is measured using estimates derived from historical patterns of post-placement servicing activities and management's expectations of future servicing requirements. Changes in these assumptions may result in material adjustments to the amount and timing of revenue recognised in future periods.
An analysis of the company's revenue is as follows:
The Company has not disclosed an analysis of revenue by geographical market as the directors consider that such disclosure would be prejudicial to the interests of the Company. Accordingly, the exemption available under Schedule 4 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 has been applied.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2024 - 5).
These financial statements are separate company financial statements for Texel Finance Limited.
Details of the Company's subsidiary undertaking at 31 December 2025 are set out below.
The carrying value of the investment was $21,069 at 31 December 2025 (2024: $21,069). There were no additions, disposals or impairment charges during the year.
The following are the major deferred tax liabilities and assets recognised by the company:
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the schemes are held separately from those of the company in independently administered funds.
Enterprise Management Incentive (EMI) Share Option Plan and Company Share Option Plan (CSOP)
The Company operated share based incentive plans where share options were granted to qualifying employees over shares in the share capital of the parent company - Texel Holdings Limited. Employees qualified for the granting of options after two years of service. Options had a vesting period of three years from date of grant. The exercise price of the options was equal to the market price of the shares at date of grant as agreed with HMRC under the company share option plans. The contractual life of an option was restricted to a period of ten years from the date of grant.
Total (income) / expenses of ($4,424,918) (2024 - $1,294,849) related to cash settled share based payment transactions were recognised in the year.
Company Restricted Share Plan (RSP)
In addition to the EMI and CSOP plans described above, the company also incentivised employees under a Restricted Share Plan (RSP). The RSP was operated under similar rules as applied to the EMI and CSOP plans.
In terms of the RSP, ordinary shares in the ultimate parent company Texel Holdings Limited were allotted to qualifying employees. Under the RSP rules restrictions applied on the trading of the shares based on conditions similar to the vesting rules that were applicable to share options under the EMI and CSOP plans.
No RSP shares were granted to employees during the year. At the year end employees held Nil - (2024: 4,610) restricted shares in the parent company.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
A director was appointed to the Board after the reporting date. As the appointment occurred subsequent to the year end and did not relate to conditions existing at that date, it has been treated as a non-adjusting event. Further details are disclosed in the Directors' Report.
The company has taken advantage of the exemption in terms of FRS 102 Related Party Disclosures 33.1A in respect of transactions entered into between two or more members of the Texel Holdings Group, where the subsidiary which is a party to the transaction with this company is also wholly owned.