REGISTERED NUMBER: 05103113 (England and Wales)

Unaudited financial statements

for the period 29 September 2023 to 31 December 2024

For

Landmark Underwriting Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Report of the Accountants

13

DIRECTORS:

Mr Sitki Gelmen

Mr David John Ratledge

SECRETARY:

OGIER GLOBAL (UK) LIMITED

REGISTERED OFFICE:

C/O Ogier Global (Uk) Limited

4th Floor, 3 st Helen's Place

London

EC3A 6AB

REGISTERED NUMBER:

05103113 (England and Wales)

ACCOUNTANTS:

Parker Russell UK

Chartered Accountants

Level 30

The Leadenhall Building

122 Leadenhall Street

City of London

EC3V 4AB

Fixed assets

Intangible assets

4

70,648

82,150

Tangible assets

5

92,958

155,370

Investments

6

197,784

197,784

361,390

435,304

Current assets

Debtors

7

19,610,948

6,024,272

Cash at bank

741,404

543,902

20,352,352

6,568,174

Creditors

Amounts falling due within one year

8

19,173,573

6,147,241

Net current assets

1,178,779

420,933

Total assets less current liabilities

1,540,169

856,237

Creditors

Amounts falling due after more than one year

9

-

(12,266

)

Provisions for liabilities

(40,901

)

(16,349

)

Net assets

1,499,268

827,622

Capital and reserves

Called up share capital

10

20,000

20,000

Retained earnings

1,479,268

807,622

Shareholders' funds

1,499,268

827,622

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 November 2025 and were signed on its behalf by:

Mr Sitki Gelmen - Director

1.	STATUTORY INFORMATION

Landmark Underwriting Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information about Landmark Underwriting Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will continue in operational existence for at least 12 months from the date of approval of the financial statements. The Company operates with profit and as of 31 December 2024 its current assets are higher than its current liabilities. The directors are confident that the Company will have sufficient funds to ensure they remain in operational existence for the foreseeable future and base their assessment on the Company's future business plans.

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. However, should targets in the business plan not be met, the going concern basis used in preparing the Company's financial statements may be invalid and adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any further liabilities which may arise. The financial statements do not include any adjustment to the Company's assets or liabilities that might be necessary should this basis not continue to be appropriate.

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The Company acts as an agent in insurance contracts. Revenue comprises commissions an fees earned on the sale of insurance policies. Revenue is recognised when service is provided, which is at the inception of an insurance contract i.e. on the date of sale of a policy. Revenue is measured at te fair value of the consideration received or receivable, which is the amount of commission to which the Company is entitled in exchange for its services.

INTANGIBLE ASSETS

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.

Estimated useful life of computer software is 2 to 3 years.

TANGIBLE FIXED ASSETS

Tangible fixed assets are initially recognized at cost and subsequently measured at cost less depreciation and any impairment losses.

Depreciation is recognised so as to write of the cost of assets less their residual values over their estimated useful lives on straight-line bases. Estimated useful life of computer equipment is 3 years, office furniture 4 years and leasehold improvements are depreciated over the period of the rental agreement.

The gain or loss arising or 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.

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiary undertakings are initially recognised at cost and subsequently measured at cost less impairment.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and trade and other creditors, loans from banks and other parties.

Financial assets are recognised when the Company becomes a party to the contract and, as a consequence, has a legal right to receive cash. All financial assets are initially measured at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. After initial measurement, the mentioned financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

Financial liabilities are classified, at initial recognition, as financial liabilities when the Company becomes a party to the contract, as consequence it has legal obligation to deliver cash or exchange financial assets at terms which are unfavourable to the Company. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

TAXATION

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

FOREIGN CURRENCIES

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

Estimates and judgement are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under certain circumstances.

The Company, thus, makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

There were no major estimates and assumptions made during the year that have a significant risk of causing material adjustments to the carrying amount of the Company's assets and liabilities within the next financial year.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 14 (2023 - 14 ) .

4.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 29 September 2023

120,495

Additions

51,589

At 31 December 2024

172,084

AMORTISATION

At 29 September 2023

38,345

Amortisation for period

63,091

At 31 December 2024

101,436

NET BOOK VALUE

At 31 December 2024

70,648

At 28 September 2023

82,150

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 29 September 2023

439,665

101,060

540,725

Additions

1,260

38,666

39,926

At 31 December 2024

440,925

139,726

580,651

DEPRECIATION

At 29 September 2023

273,096

112,259

385,355

Charge for period

108,669

12,248

120,917

Charge written back

-

(18,579

)

(18,579

)

At 31 December 2024

381,765

105,928

487,693

NET BOOK VALUE

At 31 December 2024

59,160

33,798

92,958

At 28 September 2023

166,569

(11,199

)

155,370

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 29 September 2023

and 31 December 2024

197,784

NET BOOK VALUE

At 31 December 2024

197,784

At 28 September 2023

197,784

The company's investments at the Balance Sheet date in the share capital of companies include the following:

FAWN HOLD CO (ONE) LIMITED

Registered office: United Kingdom

Nature of business: Insurance intermediary

%

Class of shares:

holding

Ordinary shares

74.77

FAWN HOLD CO (TWO) LIMITED

Registered office: United Kingdom

Nature of business: Insurance intermediary

%

Class of shares:

holding

Ordinary shares

70.00

The Subsidiary FAWN HOLD CO (TWO) LIMITED owns 100% of shares of RISK ALLIANCE HOLDINGS (2021) LT, which is a holding company incorporated in the United Kingdom and owns the shares of two insurance broking companies: Risk Alliance Direct Ltd (RAD) and Risk Alliance Solutions Ltd (RAS). Risk Alliance Direct Ltd is currently in administration.

Landmark Chelsea Underwriting Limited

Registered office: France

Nature of business: Insurance intermediary

%

Class of shares:

holding

Ordinary

100.00

Landmark Canada Limited

Registered office: Canada

Nature of business: Insurance intermediary

%

Class of shares:

holding

Ordinary shares

100.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

28.9.23

£

£

Trade debtors

16,561,541

3,894,832

Amounts owed by group undertakings

1,732,381

163,864

Other debtors

1,317,026

1,965,576

19,610,948

6,024,272

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

28.9.23

£

£

Trade creditors

15,957,874

4,770,463

Amounts owed to group undertakings

1,653,825

924,243

Taxation and social security

305,440

187,306

Other creditors

1,256,434

265,229

19,173,573

6,147,241

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

28.9.23

£

£

Other creditors

-

12,266

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

28.9.23

value:

£

£

9,600

A Ordinary Shares

9600

9,600

9,600

10,000

B Ordinary Shares

10000

10,000

10,000

400

C Ordinary Shares

400

400

400

20,000

20,000

11.	POST BALANCE SHEET EVENTS

At the beginning of 2025 the Company has sold shares in its subsidiaries FAWN HOLD CO (ONE) LIMITED and FAWN HOLD CO (TWO) LIMITED for consideration that equals carrying value of investments in subsidiaries reflected in these financial statements.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

As described on the Balance Sheet you are responsible for the preparation of the financial statements for the period ended 31 December 2024 set out on page nil and you consider that the company is exempt from an audit.

In accordance with your instructions, we have compiled these unaudited financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and information and explanations supplied to us.

Parker Russell UK

Chartered Accountants

Level 30

The Leadenhall Building

122 Leadenhall Street

City of London

EC3V 4AB

25 November 2025