Solipse/MSG1 · Datasets at Hugging Face

instruction stringlengths 36 166	input stringlengths 3 133	output stringlengths 82 9.35k
Summarize the following section: Setting The Scene	Setting The Scene	I joined Markerstudy Group as Chair in July 2021 at the propitious juncture of the private equity capital injection and group restructure. Markerstudy had been travelling on an exhilarating growth trajectory and I was delighted to join the operation at such a pivotal moment. The UK had just emerged from the pandemic and was carving out what 'normal' looked like. I was excited by the passion of CEO Kevin Spencer, and keen to embrace an organisation that had similarly aligned principles to my own. In April 2022, Markerstudy completed the purchase of BGL Insurance, welcoming approximately 1,700 new colleagues into the Group and swelling overall colleague numbers to upwards of 5,000. This also created a business with more than 6 million customers, able to benefit from Markerstudy's continuous development in digital capabilities, wide product footprint and mantra to put the customer first.
Summarize the following section: Today…	Today…	With our broad distribution footprint and omnichannel capabilities, we've seen significant historical organic revenue and earnings growth, strong margins and robust operating cash flow conversion. External factors have given rise to unprecedented opportunities and challenges in the insurance industry… climate change, legislation, cybercrime, geopolitics, inflation, restructuring and digitisation. From conducting our first full scope carbon footprint, to embracing GIPP, Markerstudy has positively addressed each of these factors. Markerstudy has a long track-record of successful M&A activity, with 25 acquisitions completed in the last 10 years and an extensive opportunity pipeline, supporting our forecast growth trajectory. Our investment has been focused on market-leading technology and data analytics capabilities, driving increased competitiveness, scalability and growth to all parts of the operation. Markerstudy enjoys strong, long-term relationships with brand partners and third-party brokers. We operate a fully integrated, end-to-end insurance platform, delivering scale and diversification and offering distribution, underwriting and related insurance services. In 2022, Markerstudy joined The British Insurance Brokers Association (BIBA) and we have continued our support of the Managing General Agents Association (MGAA). We have a strong management team with deep industry expertise and extensive experience, driving an ambitious culture and a vision to be the No.1 provider of general insurance services and innovative solutions to customers in the UK. Benny Higgins Chair of the Board # CEO's Statement Throughout 2022 the UK experienced considerable economic uncertainty as it lurched from one crisis to another, resulting in increases in fuel and energy costs, delays in the supply chain and a rising cost of living. All of which negatively impacted our customers, our colleagues and our business. Given these headwinds, and the acquisition of BGL Insurance in April 2022, it was deemed an opportune time to reassess our vision and values, to check they are still relevant in today's world and outline the strategies to propel us towards a more sustainable future.
Summarize the following section: Our Vision, Purpose And Values	Our Vision, Purpose And Values	Our Vision To be the No. 1 provider of general insurance services and innovative solutions to customers in the UK. Our Purpose To unite all colleagues within our Group to strive to reach their potential and support our goal of putting the customer first. To be a Group that achieves sustainable and profitable growth, nurtures differences, grasps all opportunities and embraces change - with a view to building a legacy for the future. Our Values I'm passionate about improving our customer service and colleague experience. In 2023 we launched refreshed values, where the acronym E.F.F.O.R.T is a quick reminder of each value: Embrace, Focus, Fun, Own, Responsible, Teamwork.
Summarize the following section: Colleague Engagement	Colleague Engagement	With a community of over 5,000 colleagues, it is our ambition to build a more diverse, equal and inclusive workplace for everyone and in doing so nurture positive behaviours to foster a healthy, happy and collaborative workforce. We rely on colleagues to help us shape the business for the future. Our annual colleague engagement survey 'Pulse' was distributed in September 2022, with more than 3,500 responses. The overall engagement and wellbeing indicator for the whole Group was 4/5 - which is deeply encouraging. There's more work to be done in this space, but we have exciting plans in place to help improve this score. Improving our Employee Value Proposition has also been a priority. Our colleague forum, Bright Sparks, enables ideas to be suggested that will improve our ways of working, for the benefit of everyone. We also invited colleagues to complete an anonymous survey to gather their views on our current benefits offering, to understand which benefits were the most important to them and learn more about what they would like to see in the future. We listened to their feedback and acted, launching a new Benefits platform which brings all our benefits together in one place. In support of our Values, we created a taskforce of colleagues across the Group whose role is to support with sharing the information in Group communications and initiatives - cascading them down to a local level, so no one misses out.
Summarize the following section: Sustainability	Sustainability	We are committed to being a responsible business and to embed sustainability into our culture. Over 2022 we started to formulate our pathway to Net Zero carbon emissions. From 2023 we have committed to being a carbon neutral business, offsetting our emissions using a blend of REDD+ overseas projects that will directly benefit the environment and provide social benefit to poorer communities. I'm passionate about creating a Net Zero Heroes taskforce to help us in our quest to reduce our carbon emissions and reach our Net Zero targets. You can find out more about our approach to sustainability on the dedicated area of our website www.markerstudygroup.com/sustainability/ sustainability where you can also find our 2022 Sustainability Report.
Summarize the following section: Charity Partnerships	Charity Partnerships	We're committed to volunteering and supporting charities and good causes in our local communities and further afield. We hold an annual Markerstudy fundraising day, choosing the Ukraine Humanitarian Appeal as the recipient of all monies raised in 2022. We also have two charity partners that we regularly support, Auditory Verbal UK: a charity offering hearing-impaired children and babies a unique rehabilitation programme and Future First: a charity whose mission is to strive towards a world where a young person's start in life does not limit their future.
Summarize the following section: Results	Results	You will read more about the detailed results of Markerstudy in the rest of this report and Financial statements, I am happy with the way the underlying business performed over 2022 in the face of some significant external challenges showing improvement in EBITDA reflecting the strategic acquisitions made and improvement in volumes and margins, and I am confident that we will continue to see strong earnings over 2023 and into the future. Kevin Spencer JP CEO STRATEGIC REPORT DIRECTORS' REPORT FINANCIAL STATEMENTS
Summarize the following section: Company Background	Company Background	Markerstudy Group Holdings Limited ("the Company") was incorporated on 9 December 2020 as a vehicle for a capital injection into the group of companies previously owned by Markerstudy Holdings Limited ("the Markerstudy Group"). On 14 July 2021, the proceeds of this capital injection, facilitated by the issuance of shares in the Company, were used to purchase 100% of the shares in a newly incorporated holding company Markerstudy Group Limited ("MGL"). MGL used the proceeds of this share issuance to acquire the Markerstudy Group. The comparative period in the financial statements therefore covers the period 9 December 2020 to 31 December 2021 but only includes the results of the Markerstudy Group from its date of acquisition of 14 July 2021 through to 31 December 2021. The current period figures show the results of these entities for the full year to 31 December 2022.
Summarize the following section: The Markerstudy Group	The Markerstudy Group	The Markerstudy Group was founded in 2001 to provide motor insurance in the UK. Over the years, the Group has extended its products and services in various markets - including travel and pet. It has grown organically and through acquisitions, including the distribution business of Co-op Insurance and Brightside Group in 2020 and 2021 respectively. BGL Insurance ("BGLi") was acquired in April 2022, a leading digital distributor of motor and home insurance products in partnership with several of the best known brands in UK financial services and through own brands Budget Insurance, Dial Direct, Zenith Insurance, Geoffrey Insurance, Jaunt and Nutshell, all supported by state-of-the-art, award-winning contact centres and market-leading digital platforms. The Markerstudy Group also includes a Managing General Agent ("MGA"), Markerstudy Insurance Services Limited ("MISL"), which provides a full range of claims and administration services to a large number of intermediaries in the UK. The Markerstudy Broking division comprises of a number of brands including BGLi and Insurance Factory - one of the UK's largest pet insurance platforms - and complementary businesses Auto Windscreens, Vision Vehicle Solutions and VisionTrack. The BGLi acquisition brings a strong array of affinity insurance partners and customers to the Group. 2022 was a year of material change within the Insurance market with the introduction of the FCA General Insurance Pricing Practices (GIPP) regulation, higher than anticipated inflation in claims and overheads, specifically salary, as a consequence of both the war in Ukraine and the general state of the UK economy post the COVID pandemic. The Markerstudy Group has been able to manage these headwinds through each of its operating divisions. # Business Review And Future Developments Retail Distribution BGL Insurance ("BGLi") Acquisition On 29 April 2022 the Markerstudy Group completed the purchase of the BGL Group's insurance distribution business ("BGLi") for a consideration of £428.6 million. The acquisition was funded by a mixture of a drawdown of the unitranche debt funding, rolling credit facilities and a capital injection from the Company's parent entity, Venus Topco Limited. BGLi is a leading insurance distributor and already had a strong existing relationship with the Markerstudy Group, acting as an outsource partner to a number of Markerstudy brands such as Co-op Eco, Zenith and Geoffrey. In addition, BGLi places all glass replacement and repair work through Auto Windscreens. Post-acquisition a number of strategic and operating transformation activities were undertaken to align management and governance structures and to achieve deal synergies. It was also decided that the life insurance broking business was not core to the strategy of the wider Markerstudy Group and the subsidiary BGL Direct Life Limited, operating under the Beagle Street brand, was sold. Following a turbulent start to trading post GIPP implementation, H2 saw a significant recovery in new business competitiveness whilst also maintaining strong renewal rates, all despite pressures from increasing net rate inflation from underwriters towards the end of the year. Customer numbers returned to growth across the second half of the year, importantly supported by strong uplifts in the higher margin Direct and Own brands. The business development pipeline remains strong, with potential back book purchases being explored and continuing discussions with new partners. The strategy of BGLi remains to deliver digital-led retail motor and home insurance, with several key strategic partners, both directly and through the main price comparison websites. We are a trusted partner, delivering exceptional customer service and high value insurance products.
Summarize the following section: Markerstudy Broking	Markerstudy Broking	The Markerstudy Broking business' saw growth across a number of products year-on-year. The most significant of these was in Pet Insurance, where a combination of market demand and our competitiveness led to an increase of sales through our direct business channels. Our specialist motor, commercial and home lines all continued to maintain or grow policy volumes and, whilst renewal performance has been strong, in order to generate future revenue growth, we have invested in new business acquisition, accepting increased marketing costs. Rising costs from suppliers has diluted gross margin but means we have maintained a greater customer base to carry forward to future years. Administrative expenses have decreased yearon-year despite the portfolio growth as we make the operations more efficient. Key to this has been relocating premises to consolidate the teams and bringing together product lines to support a leaner business. With rising overhead costs in general, management have looked to reduce cost by streamlining IT processes, fees and charges. Staffing levels have increased to meet the extra pet insurance volumes but economies of scale have meant that this has become more efficient to run on a cost per policy basis. We will continue to build on 2022's performance and continue growth throughout 2023. The lower cost base and increased focus on differentiated product areas within the business mean that we have clear sight of the profitable areas of the business to focus on. We have also tasked our colleagues with continuing to improve processes and platforms in order to attract new business and ensure that customers and partners benefit from both improved customer journeys and attractive products.
Summarize the following section: Clegg Gifford Acquisition	Clegg Gifford Acquisition	On 24 December 2021 the Group announced an agreement to purchase Clegg Gifford Holdings Limited and its insurance broker subsidiary Clegg Gifford & Co Limited ("Clegg Gifford"). Formed in 1968 as a general insurance broker, Clegg Gifford later evolved into a Lloyd's broker and a specialist in the UK motor trade market segment. Delays in regulatory approval due to the need to clarify the structure of the sale meant that the deal did not complete until 20 July 2023. However, the Markerstudy Group have commenced the process of integrating this business into the Broking division and leveraging the relationship with Tradex to create extra capacity for the MGA business. In addition, two new Guernsey entities have been incorporated to replace the Guernsey branch of the UK entity, one as an MGA for Channel Islands wholesale business and the other, a pure broker for retail.
Summarize the following section: MGA	MGA	MISL was able to leverage its Markerstudy Hosted Rate (MHR) pricing capabilities to improve underwriting footprint and get ahead of the wider insurance market in our response to fluctuating premium rates. The MHR product enabled speed and efficient delivery. Furthermore, MISL has been able to optimise non-risk incomes through its large network and bespoke schemes. MISL also commenced a number of material transformation projects in 2022, specifically in the claims and fraud spaces, that are starting to achieve traction. The MGA continues to manage West Bay Insurance Plc (formally Zenith Insurance Plc) premiums and claims as its primary insurance carrier, noting that it also manages additional capacity provided by Accredited Europe and Aviva. MISL's primary focus remains providing competitive products to new and existing customers. MISL also offers a range of additional services to insurers, specifically run-off claims and administrative services that it has been very successful delivering; specifically a UK Motor and Commercial Liability book of business on behalf of Lloyd's Syndicate 1274 and a Motor and Home book on behalf of Soteria Insurance Limited (formally Co-Operative Group Limited). 2023 looks to be a promising year for the MGA, with MHR gaining further traction, claims and fraud transformation projects delivering increased capabilities and efficiency savings and leveraging relationships with other Markerstudy Group businesses, most specifically the two newly acquired Distribution businesses, BGLi and Clegg Gifford.
Summarize the following section: Group Services	Group Services	The Group Services businesses include Auto Windscreens Services Limited ("AWS"), Vision Vehicles Solutions Limited ("VVS"), VisionTrack Limited ("VT") plus some smaller property investment companies. AWS, which repairs and replaces automotive glazing, achieved a 3% increase in completed glass claims due to growth in existing customers, new business wins and, to a lesser impact, a return to more normal post-pandemic driving patterns compared to 2021. This was supplemented by growth in the higher margin Advanced Driver Assistance System (ADAS) recalibration jobs, which continue to rise due to the increased technology and automation features on our customers' vehicles. However, the spike in heat and electricity costs across the multiple service sites had an impact on bottom line profit for the year. VVS, which provides replacement vehicles for non-fault motor claims cases, saw an increase in profit due to higher volumes and fleet utilisation. Through this approach the business was able to seek out cases that had a storage and recovery element for policyholders' damaged vehicles, as these attract a higher margin. VT, which designs, develops and supplies in-vehicle video telematics products and services, experienced strong subscription growth across commercial vehicle fleets adopting video telematics, growth in partner customers who sell our services as a complimentary service to their own telematics software solution, and maintained stable turnover with direct customers whilst adding a number of new key accounts during the year. # Key Performance Indicators The Board and other stakeholders focus on "EBITDA" (earnings before interest, tax, depreciation and amortisation) as this measure is deemed to give a more focused view of the underlying performance of the business. The figures below are on a statutory basis for the Company and its controlled entities ("the Group"), noting that 2021 figures cover the period 9 December 2020 to 31 December 2021 but only include the results of the Markerstudy Group from 14 July 2021: \| \| 2022 \| 2021 \| \|------------------------------------\|----------\|---------\| \| \| £000 \| £000 \| \| Loss before taxation \| (96,447) \| (4,187) \| \| remove: net interest expense \| 35,909 \| 4,833 \| \| remove: share of loss of associate \| 5,985 \| 1,221 \| \| remove: amortisation \| 76,538 \| 24,208 \| \| remove: depreciation \| 7,856 \| 2,448 \| \| Statutory EBITDA \| 29,841 \| 28,523 \| Whilst the above table shows a statutory view of EBITDA, in addition the Directors consider Adjusted EBITDA on a constant perimeter basis that includes pre-acquisition results to monitor underlying trends in all acquired businesses after exclusion of non-recurring items. In addition, the Group closely monitors its performance against a series of indices that are set as part of a rigorous budgeting process. The indices cover key aspects of the business operations including turnover, cost of sales, administrative expenses and profit/(loss) before tax. As a rule, indices are monitored monthly, on both an individual month and year-to-date basis and are the subject of a monthly review meeting for each of the main functions. Expenses are monitored monthly against the budget by cost centre and expense type. Variance reporting is a key feature of the review process. A dashboard reporting suite to monitor operational variances and performance by departmental area is in operation and reviewed monthly. Investments made by the Group are closely monitored by its investment committee against the expected performance for each individual investment. # Going Concern The Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements. The Company's parent entity, Venus Topco Limited, has provided a letter of support confirming that it will continue to provide financial support to the Company such that it will continue to be able to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Group is forecast to generate positive future cash flows, after servicing debt and capital expenditure, and the Directors are therefore confident that there will be sufficient positive cash flows to support the liquidity and solvency of the Company. The Group continues to monitor the impacts of inflation. Whilst there are nascent signs of inflation levelling off in the UK, the future direction of price rises, particularly in respect of energy, are difficult to predict due to their reliance on geopolitical and macroeconomic factors such as the ongoing war in Ukraine. Similarly, the Bank of England's responses via base rate announcements and the UK Government's interventions to calm inflation are also difficult to accurately forecast. However, in general, concerns over costs spiralling out of control have largely abated compared to the high level of volatility seen in 2022, particularly after the "mini Budget" of late September. The Group's cost base is reviewed regularly and opportunities to achieve savings, including looking at new energy providers and leveraging the Group's purchase power to lower or cap costs, continue to be actively sought. The continued support of the Company's parent, and the Group's debt providers, to fund acquisitions such as BGLi and Clegg Gifford demonstrate their confidence in the Group to seek out opportunities for growth and value generation. In addition, the organic growth and cash generation from the existing Markerstudy Group businesses support the long-term prospects of the organisation and mean that the Directors are confident that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and for a period of at least 12 months from the signing of these financial statements. On this basis, the Directors continue to prepare these financial statements on a going concern basis. # Risk Management Managing Our Risks to Our Strategy Our overall aim is to make risk management processes and approach focused on our material risks, simple to implement and embedded within our business processes. The role of the Group's Risk Function in this is to provide effective, proactive oversight and challenge to ensure that the business remains agile, but decisions are made with a clear assessment of the uncertainties. Our risk management approach starts with the objectives of the business, our planning process sets out what we are looking to achieve and our assessment of the risks are focused on what could prevent or increase the chance of these being achieved.
Summarize the following section: Risk Governance And Framework	Risk Governance And Framework	The Risk Function is central to supporting the business in their effective ownership of the risks, creating a positive risk culture that is owned within the business with clear accountabilities and risk ownership designed to ensure that we identify, manage, mitigate and report on all material risks and controls through the three lines of defence model: 1st Line Business functions that own and manage risks - these teams have primary ownership, responsibility and accountability for identifying, assessing and managing risks and controls. 2nd Line Risk and Compliance functions oversee compliance and management of risks, monitor, and help implement effective risk management practices and facilitate the reporting of risk related information. The Chief Risk Officer has accountability for the Risk and Compliance function with independence assured through direct access to the Chair of the Group Risk and Compliance Committee ("GRCC"). 3rd Line Internal Audit function that provides independent assurance - improves Markerstudy's operations through independent objective assurance. The Head of Internal Audit has accountability for the IA function with independence assured through direct access to the Chair of the Audit Committee. Our Risk Management framework defines a set of guidelines to identify, manage, mitigate and report risk across the business. The key processes that underpin this include: - Stress testing and scenario analysis; - Risk acceptance processes; - Risk appetite statements and process; - Materiality assessments; - Horizon scanning and emerging risk processes; - Policy framework; - Governance and accountability structures; - Assurance oversight; and - Compliance framework and regulatory monitoring.
Summarize the following section: Risk Appetite	Risk Appetite	The risk appetite statements and associated risk objectives align to our strategy and inform the way we think about and report on risk within the business. They are split into key risk themes with supporting Key Risk Indicators which incorporate a range of quantitative and qualitative measures of risk against which the business is monitored. This monitoring is reflected in regular reporting to the Executive Committees, the Risk Committee and the Board. The Risk Appetite statements can be found below: \| Risk Appetite \| Risk Objective \| Key Risks \| \|---------------------------------------\|----------------------------------------------------------------------------------\|-------------------------------------------------------------------\| \| Strategy and Trading \| Deliver a strategy of growth \| - Group \| \| and profitability based upon use \| - Strategic \| \| \| of multiple product streams and \| - Trading and Pricing \| \| \| varied distribution approaches. \| - Distribution - Insurance Capacity - Reputation - Change Management/Integration \| \| \| Financial Sustainability \| Maintain financial robustness by \| - Solvency/Liquidity \| \| meeting applicable solvency and \| - Reserving \| \| \| liquidity requirements and \| - (Re)insurance \| \| \| optimising capital/investment income. \| - Credit - Market Risk \| \| \| Customer \| Deliver on meeting customer \| - Products and Services \| \| expectations through our products \| - Price and Value \| \| \| and services that we offer. \| - Consumer Understanding - Customer Support \| \| \| Business Operations \| Operate resilient business systems \| - Information Security \| \| and processes, protecting data and \| - Information/Data Management \| \| \| managing people. \| - IT Environment - Operational Resilience and \| \| \| \| - Business Continuity - Suppliers, Outsourcing and \| \| \| \| - Delegated Authorities - People inc. Workplace Safety \| \| \| Regulation and \| Comply with all applicable laws, \| - Regulatory \| \| Compliance \| regulations and standards. \| - Data Protection - Financial Crime - Legal - Financial Reporting \| \| \| - and Forecasting \| \|
Summarize the following section: Principal Risks And Uncertainties	Principal Risks And Uncertainties	We continuously assess the principal risks facing the business; these are defined as the risks that could result in us failing to meet our strategic objectives through our risk management processes. Over the past year we have seen a number of risks emerge or heighten along with others that have reduced within this timeframe.
Summarize the following section: Trading And Pricing:	Trading And Pricing:	Trading and Pricing risk represents the uncertainty in the profitability of the business due to volatility in the markets that the business operates. While the business model doesn't take direct insurance risk, the changes to the insurance market environment notably through the increased inflation, market rating and the continued challenges within the repair networks, has resulted in changes to customer behaviours. This has led to insurers changing appetite in terms of their risk acceptance, leading to both positive impacts on our business through greater switching and also challenges due to insurers reducing their footprint in some markets. Overall, this has been seen as an opportunity for the Group.
Summarize the following section: Market Risk:	Market Risk:	Market Risk represents the uncertainty in the financial position due to fluctuations in the level and volatility of market prices of assets and liabilities. The Group is exposed to Market Risk through its financial assets and financial liabilities. These risks arise from interest bearing liabilities and equity products, which are exposed to interest rate and market price changes. The material increases to the interest rates has increased from historically low levels of 0.25% at the start of 2022 to 3.5% at the end of the year with continued increases post year end. Financial liabilities exposed to interest rate risk include debt funding facilities. Strategies to hedge the Group's exposure to interest rate rises are currently being investigated.
Summarize the following section: Change:	Change:	Change Risk represents the loss or adverse impact due to an inability to deliver change effectively, uncertainty in the outcome or impact on current business operations. During 2022 there was significant change to the Group with the acquisition of BGLi, which led to material structural changes to ensure an effective operating model was in place and synergy benefits across the enlarged Group were achieved.
Summarize the following section: Regulatory And Compliance:	Regulatory And Compliance:	Regulatory and Compliance Risk represents the risk of failing to deliver the appropriate treatment to, or meet the needs of, or expectation of our Regulatory bodies. There have been material changes within this with the FCA GIPP implementation at the start of 2022 and the Consumer Duty requirements coming into force from 31 July 2023. These both have led to significant projects to ensure compliance with the requirements as well as ensuring that the Board have effective oversight of these key regulatory requirements.
Summarize the following section: Liquidity Risk:	Liquidity Risk:	Liquidity Risk represents the risk that the Group will have insufficient cash resources to meet payment obligations without affecting the daily operations or the financial condition of the Group. As described in the going concern section above, the Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements.
Summarize the following section: Credit Risk:	Credit Risk:	Credit risk refers to the Risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum exposure to credit risk at the reporting date is represented by the carrying amount of each asset on the statement of financial position, except for loan secured by mortgage within other investments as, at reporting date, the fair value of the collateral exceeds its carrying value.
Summarize the following section: Business Operations:	Business Operations:	Business Operations Risk represents the loss or adverse impact due to failures with processes, people or systems - either within the Group or within suppliers/third parties. While there has been no material issues during the year there is an increase in this risk from a cyber perspective due to the Ukraine invasion, but also reductions on the people elements of this risk due to the settling down in the employment market and people becoming more use to the hybrid working environment. # Corporate Governance The Wates Corporate Governance Principles for Large Private Companies (the "Wates Principles") serves as the framework to demonstrate how directors have had regard for the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 ("s172") when performing their duties, including how directors have engaged with and considered the interests of stakeholders including the Company's shareholder, employees, suppliers, customers; and other stakeholders such as the environment and local communities within which the Company operates. The Board of Directors of Markerstudy Group Holdings Limited ("the Board") believe that they have acted in a way that they consider, in good faith, with regard to the matters as detailed in s172 and the Wates Principles as follows. Principle 1 Purpose and leadership The purpose of the Markerstudy Group Holdings Limited Board of Directors is to provide leadership of the Group within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board sets the Group's strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives, reviews management performance and has a clear oversight of the Group's operations. In addition, the Board sets the Group's values and standards and ensures that its obligations to its shareholders and others are understood and met.
Summarize the following section: Principle 2 Composition	Principle 2 Composition	The Board believes that its size and structure provides a balance of skills, backgrounds, experience and knowledge necessary to oversee the current scope and complexity of the Group's activities. During the period, the Board comprised of a Chair and four to five further Non-Executive Directors, the CEO, the Chief Financial Officer and the Chief Underwriting Officer. The Company has separate Chair and CEO roles to maintain a balance of responsibilities, accountability and effective decision-making. The Chair leads the Board and is responsible for its overall effectiveness, promoting and facilitating open and constructive debate. The Chair, supported by the Company Secretary, ensures that all Directors have sufficient time and information to facilitate meaningful discussion and that there are good levels of communication between the Executive Leadership Team and the Board. The Company values the contribution brought by Non-Executive Directors, particularly their contributions to the formulation of strategy, independent and objective judgement to Board deliberations and constructive challenge of Executive Management. The Board's terms of reference were updated in May 2022 to stipulate that there be ten full board meetings per calendar year.
Summarize the following section: Principle 3 Responsibilities	Principle 3 Responsibilities	The Board is guided by its terms of reference, which provide a framework for governance practices and clearly set out the Board´s overall leadership responsibility and matters reserved for its consideration and approval, whilst delegating to the CEO and Executive Leadership Team the day-to-day running of the operations of the Group. As corporate governance and business practices evolve over time, the Board will review its terms of reference and other governance policies and update them as necessary.
Summarize the following section: Principle 4 Opportunity And Risk	Principle 4 Opportunity And Risk	The Board promotes the long-term success of the Company by identifying opportunities to create and preserve value, while maintaining oversight of risk. The CEO provides an update at each meeting, detailing performance, five-year forecasts, key business initiatives and future plans for value creation. The Board has responsibility for the Group's overall approach to risk management and has delegated this oversight responsibility to the GRCC. The GRCC receives regular reports from the Chief Risk Officer on risk-taking relative to performance and makes recommendations on risk appetite and tolerance to the Board annually. The Group's principal risks are outlined above.
Summarize the following section: Principle 5 Remuneration	Principle 5 Remuneration	The Remuneration Committee ("RemCo") assists the Group Board in meeting its responsibilities regarding the determination, implementation and oversight of senior remuneration arrangements to enable the recruitment, motivation and retention of such senior employees who have the required skills to support the strategic objectives and values of the Company. RemCo is responsible for determining and implementing the Group's Remuneration Policy for the Directors, Company Secretary and other senior Executives, ensuring that overall levels of reward or remuneration are sufficient to attract, retain and motivate individuals of the quality necessary to manage the business effectively and successfully, but that overall levels are not excessive in comparison to the relevant external market and incentive arrangements do not encourage excessive risk taking. RemCo is responsible for ensuring that the Remuneration Policy does not incentivise behaviours that will or could cause harm to customers. Principle 6 Stakeholder Relationships and Engagement
Summarize the following section: Customers And Suppliers	Customers And Suppliers	Across the Group, we have many long-standing and highly successful relationships with our customers and suppliers. The Group's ethos is to promote fairness and integrity in customer service and commit to 'putting the fun into insurance', for the benefit of our customers, employees and the communities in which we operate. Our customers are at the heart of everything we do, and the Board is committed to treating customers fairly. The Group is also committed to building strong, positive relationships with a wide range of insurers, brokers, managing general agents and other distribution channels.
Summarize the following section: Shareholder	Shareholder	As a wholly owned subsidiary, the Board considers the views of the Company's parent entity, Venus Topco Limited, and the interests of the Group in all decisions and transactions undertaken. The Executive Directors provide the primary channel of communication between the Company and its parent. Any distributions to the Company´s shareholder would only be considered after a full assessment of the Company's capital adequacy and ability to continue as a going concern into the foreseeable future. The Board also balances the ability to invest in future growth, with stable and sustainable returns for the shareholder.
Summarize the following section: Employees	Employees	Consultation with employees, or their representatives, is performed at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests. All employees are aware of the financial and economic performance of their business units and of the Markerstudy Group as a whole. Communication with all employees is maintained via numerous platforms, including the intranet, weekly Group news bulletins and news flashes, internal TV and desktop wallpapers, leadership forums, webinars, committees and through Colleague Engagement Ambassadors. The Board is committed to its focus on our colleagues' working environment and career development opportunities, which has helped the Group achieve its 'Investors in People' accreditation. A number of initiatives developed by the Group including the 'Shooting Stars' programme for leaders of the future, and 'ALEX' the Group's apprenticeship syllabus, have all contributed to the Group achieving the accreditation. The Group has also developed 6 core values, 'E.F.F.O.R.T.', which help maintain the Group's culture and appropriate behaviours. Post-pandemic, a large proportion of the Group's staff base continue to work flexibly, and the Board is committed to ensuring the channels of communication are effective for all work patterns, to ensure colleagues are listened to and are able to continue working effectively with a sense of belonging.
Summarize the following section: Community And Environment	Community And Environment	The Board considers the Group's impact on the wider community and the environment as part of the decision-making process on all key initiatives. The Group's 'Motiv8' programme supports colleagues in their community and charity fundraising activities and our Net Zero Heroes initiative encourages a focus on reducing our carbon footprint, as well as promoting more sustainable procurement practices throughout our supply chain. The carbon emissions section in the Directors' Report below details the Group's carbon footprint. This report was approved by the Board of Directors and signed on 4 September 2023 on behalf of the Board by: K J Barber Director REPORT AND FINANCIAL STATEMENTS 2022 21 STRATEGIC REPORT FINANCIAL STATEMENTS # Directors' 22 MARKERSTUDY GROUP # Directors' Report \| \| \| Principal Activity MGHL is a holding company registered in the UK and the principal activity of the Group is that of distribution and administration of general insurance and related services. The Directors submit their report and the audited financial statements of Markerstudy Group Holdings Limited and its subsidiaries ("the Group") for the year ended 31 December 2022. Markerstudy Group Holdings Limited ("MGHL" or "the Company") is a wholly owned subsidiary of Venus Topco Limited, a company based in Guernsey with Company No 68521. Results The Group made a loss of £88,504k for the year ended 31 December 2022 (2021: loss of £10,596k). Directors The Directors of the Company during the period and to the date of signing the financial statements were as follows: \| \| Dividends No dividends were paid during the year and the Directors do not propose the payment of a final dividend. \| \| \| B F Higgins Chair of the Board K R Spencer JP Executive Director - CEO G Humphreys Executive Director - Chief Underwriting Officer K J Barber Executive Director - CFO \| Addition and Disposal During the Period On 29 April 2022 the Group completed the purchase of BISL Limited and its subsidiaries BFSL Limited, ACM ULR Limited and BGL Direct Life Limited for a consideration of £428.6 million. The acquisition was funded by a mixture of a drawdown of the unitranche debt funding, rolling credit facilities and a capital injection from the Company's parent entity, Venus Topco Limited. On 30 November 2022, BISL Limited sold BGL Direct Life Limited for £9.9 million. \| \| \| Lord T T M Agnew Appointed 26 June 2023 Non-Executive Director M J P England Non-Executive Director L V McMurray Non-Executive Director A E Tabbakh Non-Executive Director M O Donaldson Resigned 29 March 2023 Non-Executive Director \| Events Since the Reporting Date On 24 December 2021 the Group announced an agreement to purchase Clegg Gifford Holdings Limited, its insurance broking subsidiary Clegg Gifford & Co Limited. The deal completed on 20 July 2023 for a consideration of £61.9 million, paid for by existing funding facilities and a capital injection from the Company's parent entity, Venus Topco Limited. Post acquisition, two new Guernsey entities were incorporated to replace the Guernsey branch of Clegg Gifford & Co Limited, Five Islands Insurance Limited as an MGA for Channel Islands wholesale business and Clegg Gifford Channel Islands Limited as a pure broker for retail business. \| \| \| N A Utley Resigned 18 October 2022 Non-Executive Director \| \|
Summarize the following section: Carbon Emissions	Carbon Emissions	In line with the UK Government's streamlined energy and carbon reporting ("SECR") requirements, the Group's energy usage, in kilowatt hours (kWh) and carbon emissions, in tonnes per carbon dioxide equivalent (tCO2e), for the year ended 31 December 2022, and the period from 14 July 2021 to 31 December 2021, are set out below: \| \| \| \| \| Emissions \| \| \| \|----------------------------------------------------------------\|--------------------\|-----------\|----------------\|----------------------------\|--------------\|----------\| \| \| Energy Consumption \| \| Location Based \| \| Market Based \| \| \| \| 2022 \| 2021 \| 2022 \| 2021 \| 2022 \| 2021 \| \| \| kWh \| kWh \| tCO2e \| tCO2e \| tCO2e \| tCO2e \| \| Scope 1 - combustion \| 9,998,340 \| 4,501,093 \| 2,329.57 \| 1,052.48 \| 2,329.57 \| 1,052.48 \| \| Scope 2 - purchased energy \| 4,504,409 \| 1,308,254 \| 871.07 \| 280.78 \| 519.98 \| 43.27 \| \| Scope 3 - indirect energy usage \| 20,957 \| - \| 5.18 \| - \| 5.18 \| - \| \| Total \| 14,523,706 \| 5,809,347 \| 3,205.82 \| 1,333.26 2,854.73 1,095.75 \| \| \| \| Greenhouse gas emissions intensity ratio Group turnover (£000) \| \| \| 414,786 \| 169,069 \| 414,786 \| 169,069 \| \| Intensity ratio (tCO2e /£000) \| \| \| 0.0077 \| 0.0079 \| 0.0069 \| 0.0065 \| The 2022 figures reported above are for the year ended 31 December whereas 2021 covers the period from 14 July 2021 (the date the operating entities were acquired by the Group) to 31 December 2021 and pro rata estimation was used for Electricity, Gas and Owned Vehicles data to cover this period. The increase in energy consumption is partly due to 2022 being for a full year and six new properties transferring into the Group during the year, but also due to the impact of post pandemic changes to working patterns, with colleagues spending more time in our owner-occupied office spaces, and the impact of a return to more normal driving patterns on the operations of Auto Windscreens, our most carbon intensive business.
Summarize the following section: Methodology	Methodology	The methodology is based on the principles of the Greenhouse Gas Protocol, taking account of the 2015 amendment which sets out a 'dual reporting' requirement for the reporting of Scope 2 emissions via both a location and market focus. This includes limited emissions under Scope 1 and 2 (gas & fuel used in transport; purchased electricity), except where stated, and limited emissions under Scope 3 (fuel used in personal/hire cars for business purposes). Emissions are disclosed on those properties that the Group owns, rather than on operational usage by those occupying or leasing these buildings. This method has been adopted in order keep a clear line of delineation and ownership of emissions where there is an overlap of landlord and tenant arrangements between multiple, closely linked companies and subsidiaries. Electricity and Gas has been pro-rated for those sites that came into the Group part way through the period. Conversion factors for UK electricity (location-based methodology), gas and other emissions are those published by the Department for Environment, Food and Rural Affairs for 2022-23. Conversion factors for UK electricity (market-based methodology) are published at electricityinfo.org/provided by the relevant supplier. All the measured emissions sources required under The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 have been reported.
Summarize the following section: Mitigation	Mitigation	Electricity supplies are procured with 100% renewable energy tariffs where possible. The Group has begun work on the pathway to Net Zero by instructing Energise, our external carbon footprint verifiers, to assist in this process. For 2022 this included widening the carbon footprint to include all scope 3 categories which will then form the basis of the Net Zero strategy to reach Net Zero by 2045.
Summarize the following section: Employment Of Disabled Persons	Employment Of Disabled Persons	The Group will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise. There is a training scheme in operation so that employees who have been injured or disabled in the course of their employment can, where possible, continue in employment with the Group. During employment the Group seeks to work with employees, taking into account their personal circumstances, to ensure appropriate training, development and advancement opportunities are available to enable them to reach their full potential.
Summarize the following section: Directors' Indemnities	Directors' Indemnities	As permitted by the Company's Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the current period. A fellow Group company also purchased and maintained Directors' and Officers' liability insurance in respect of the Company and its Directors throughout the period.
Summarize the following section: Auditor	Auditor	The auditor, RSM UK Audit LLP is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Summarize the following section: Statement Of Disclosure To Auditor	Statement Of Disclosure To Auditor	So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the Company's auditor is unaware. Additionally, each Director has taken all the necessary steps that they ought to have taken as a Director in order to make themselves aware of all relevant audit information and to establish that the Company's auditor is aware of that information. K J Barber Director # Statement Of Directors' Responsibilities The Directors are responsible for preparing the Strategic Report and the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare group and company 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 Group and Company, and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. # Independent Auditor'S Report To The Member Of Markerstudy Group Holdings Limited
Summarize the following section: Opinion	Opinion	We have audited the financial statements of Markerstudy Group Holdings Limited (the 'parent company') and its subsidiaries ('the group') for the period ended 31 December 2022 which comprise the consolidated statement of comprehensive income, consolidated and company statements of financial position, consolidated and company statements of changes in equity, consolidated 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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: - give a true and fair view of the state of the group's and company's affairs as at 31 December 2022, and of the group's loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Summarize the following section: Basis For Opinion	Basis For Opinion	We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 or 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.
Summarize the following section: Other Information	Other Information	The other information comprises of the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Summarize the following section: Opinions On Other Matters Prescribed By The Companies Act 2006	Opinions On Other Matters Prescribed By The Companies Act 2006	In our opinion, based on the work undertaken in the course of the audit: - the information given in the 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.
Summarize the following section: Matters On Which We Are Required To Report By Exception	Matters On Which We Are Required To Report By Exception	In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Summarize the following section: Responsibilities Of Directors	Responsibilities Of Directors	As explained more fully in the directors' responsibilities statement set out on page 26, 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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
Summarize the following section: Auditor'S Responsibilities For The Audit Of The Financial Statements	Auditor'S Responsibilities For The Audit Of The Financial Statements	Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Summarize the following section: The Extent To Which The Audit Was Considered Capable Of Detecting Irregularities, Including Fraud	The Extent To Which The Audit Was Considered Capable Of Detecting Irregularities, Including Fraud	Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and component auditors: - obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operates in and how the group and parent company is complying with the legal and regulatory framework; - inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; - discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from internal/external tax advisors. The most significant laws and regulations that have an indirect impact on the financial statements are the rules and principles set by the Financial Conduct Authority (FCA) as regulator for the financial services industry in the UK. We performed audit procedures to inquire of management whether the regulated group entities are in compliance with these law and regulations. We inspected compliance documentation, including but not limited to, internal procedures' manuals, risk and breaches registers, regulatory returns and correspondence with the FCA as well as considering compliance with the regulatory conditions for authorisation and other regulatory obligations. The group audit engagement team identified the risk of management override of controls, revenue cut-off and the existence and valuation of trade debtors as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, reviewing a sample of transactions recognised either side of the year end to ensure that revenue has been recognised in the correct accounting period, reconciling year end trade debtor balances and tracing through to cash receipt. All relevant laws and regulations identified at a group level and areas susceptible to fraud that could have a material effect on the consolidated financial statements were communicated to component auditors. Any instances of noncompliance with laws and regulations identified and communicated by a component auditor were considered in our group audit approach. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Summarize the following section: Use Of Our Report	Use Of Our Report	This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Jonathan Da Costa (Senior Statutory Auditor) For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants Third Floor One London Square Cross Lanes Guildford Surrey GU1 1UN Date: 4 September 2023 REPORT AND FINANCIAL STATEMENTS 2022 31 # Financial \| \| Year ended \| Period ended \| \| \|-------------------------------------------------------------------------------------------\|--------------\|----------------\|-----------\| \| 31 December \| \| 31 December \| \| \| \| 2022 \| 2021 \| \| \| Notes \| £000 \| £000 \| \| \| Turnover \| 4 \| 414,786 \| 169,069 \| \| Cost of sales \| (103,418) \| (48,414) \| \| \| Gross profit \| 311,368 \| 120,655 \| \| \| Administrative expenses \| 5 \| (360,840) \| (127,601) \| \| Share of loss of associates \| 12 \| (5,985) \| (1,221) \| \| Investment (loss)/income \| 13 \| (5,081) \| 8,813 \| \| Interest income \| 6 \| 3,188 \| 2,139 \| \| Interest expense \| 7 \| (39,097) \| (6,972) \| \| Loss before taxation \| (96,447) \| (4,187) \| \| \| Tax \| 8 \| 8,036 \| (6,329) \| \| Loss for the period \| (88,411) \| (10,516) \| \| \| Other comprehensive income Translation of foreign entities \| (93) \| (80) \| \| \| Total comprehensive loss for the period \| (88,504) \| (10,596) \| \| \| Loss for the period attributable to: Loss due to owners of the parent \| (88,057) \| (10,632) \| \| \| (Loss)/profit due to non-controlling interests \| (354) \| 116 \| \| \| \| (88,411) \| (10,516) \| \| \| Total comprehensive loss for the period attributable to: Loss due to owners of the parent \| (88,141) \| (10,704) \| \| \| (Loss)/profit due to non-controlling interests \| (363) \| 108 \| \| \| \| (88,504) \| (10,596) \| \| The Group had no extraordinary items or material discontinued operations during the period. The notes on pages 39 to 67 form part of these financial statements. \| As at 31 December 2022 \| 2022 \| 2021 \| \| \|-------------------------------------------------------------\|-----------\|-----------\|-----------\| \| Non-current assets \| Notes \| £000 \| £000 \| \| Intangible assets \| 9 \| 751,587 \| 362,668 \| \| Tangible assets \| 10 \| 43,499 \| 22,219 \| \| Investment properties \| 11 \| 9,894 \| 9,339 \| \| Investment in associates \| 12 \| 8,916 \| 14,901 \| \| Other investments \| 13 \| 151,161 \| 171,860 \| \| Debtors due in more than one year \| 16 \| 121,933 \| 115,754 \| \| \| 1,086,990 \| 696,741 \| \| \| Current assets Stocks \| 15 \| 6,344 \| 6,629 \| \| Debtors due within one year \| 16 \| 542,129 \| 183,523 \| \| Cash at bank and in hand \| 23 \| 121,677 \| 49,766 \| \| \| 670,150 \| 239,918 \| \| \| Current liabilities Creditors due within one year \| 17 \| (955,956) \| (442,924) \| \| Borrowings \| 19 \| (30,000) \| (5,000) \| \| \| (985,956) \| (447,924) \| \| \| Net current liabilities \| (315,806) \| (208,006) \| \| \| Total assets less current liabilities \| 771,184 \| 488,735 \| \| \| Non-current liabilities Creditors due in more than one year \| 18 \| (87,131) \| (80,516) \| \| Borrowings \| 19 \| (525,019) \| (173,788) \| \| Provisions \| 20 \| (40,620) \| (27,513) \| \| \| (652,770) \| (281,817) \| \| \| Net assets \| 118,414 \| 206,918 \| \| \| Capital and reserves Called up share capital \| 22 \| - \| - \| \| Share premium \| 22 \| 218,195 \| 218,195 \| \| Foreign currency translation reserve \| 22 \| (156) \| (72) \| \| Profit and loss account \| (98,689) \| (10,632) \| \| \| Equity attributable to the owners of the Parent \| 119,350 \| 207,491 \| \| \| Non-controlling interests \| (936) \| (573) \| \| \| Total shareholders' equity \| 118,414 \| 206,918 \| \| The financial statements on pages 33 to 67 were approved by the Board of Directors and authorised for issue on 4 September 2023 and are signed on its behalf by: K J Barber Director Company Registration No. 13073792. The notes on pages 39 to 67 form part of these financial statements. 34 MARKERSTUDY GROUP \| \| \| 2022 \| 2021 \| \|---------------------------------------------------\|-------\|-----------\|----------\| \| \| Notes \| £000 \| £000 \| \| Fixed assets Investments in subsidiaries \| 13 \| 218,195 \| 218,195 \| \| Current assets Debtors \| 16 \| 130,010 \| 14,406 \| \| Current liabilities Creditors due within one year \| 17 \| (130,077) \| (14,406) \| \| Net assets \| \| 218,128 \| 218,195 \| \| Capital and reserves Called up share capital \| 22 \| - \| - \| \| Share premium \| 22 \| 218,195 \| 218,195 \| \| Profit and loss account \| \| (67) \| - \| \| Total shareholders' equity \| \| 218,128 \| 218,195 \| The Company has taken advantage of s408 of the Companies Act 2006 not to publish its own Statement of Comprehensive Income. The Company made a loss after tax of £67k (2021: £Nil). The financial statements on pages 33 to 67 were approved by the Board of Directors and authorised for issue on 4 September 2023 and are signed on its behalf by: K J Barber Director Company Registration No. 13073792 The notes on pages 39 to 67 form part of these financial statements.
Summarize the following section: Statements Of Changes In Equity	Statements Of Changes In Equity	For the year ended 31 December 2022 \| \| Foreign \| Total \| \| \| \| \| \| \|---------------------------------------------------\|------------\|-------------\|----------------\|-------------\|-------------\|----------\|----------\| \| Called-up \| currency \| Profit \| Total \| Non- \| share \| \| \| \| share \| Share \| translation \| and loss \| controlling \| controlling \| holders' \| \| \| capital \| premium \| reserve \| account \| interests \| interest \| equity \| \| \| £000 \| £000 \| £000 \| £000 \| £000 \| £000 \| £000 \| \| \| Group Acquired 14 July 2021 \| - \| - \| - \| - \| - \| (681) \| (681) \| \| Loss for the period \| - \| - \| - \| (10,632) \| (10,632) \| 116 \| (10,516) \| \| Other comprehensive loss \| - \| - \| (72) \| - \| (72) \| (8) \| (80) \| \| Transactions with owners Issue of shares \| - \| 218,195 \| - \| - \| 218,195 \| - \| 218,195 \| \| At 31 December 2021 \| - \| 218,195 \| (72) (10,632) \| 207,491 \| (573) \| 206,918 \| \| \| Loss for the period \| - \| - \| - \| (88,057) \| (88,057) \| (354) \| (88,411) \| \| Other comprehensive loss \| - \| - \| (84) \| - \| (84) \| (9) \| (93) \| \| At 31 December 2022 \| - \| 218,195 \| (156) (98,689) \| 119,350 \| (936) \| 118,414 \| \| \| Called-up \| Profit and \| Total \| \| \| \| \| \| \| share \| Share \| loss \| shareholders \| \| \| \| \| \| capital \| premium \| account \| ' equity \| \| \| \| \| \| £000 \| £000 \| £000 \| £000 \| \| \| \| \| \| Company Total comprehensive income for the period \| - \| - \| - \| - \| \| \| \| \| Transactions with owners Issue of shares \| - \| 218,195 \| - \| 218,195 \| \| \| \| \| At 31 December 2021 \| - \| 218,195 \| - \| 218,195 \| \| \| \| \| Total comprehensive loss for the year \| - \| - \| (67) \| (67) \| \| \| \| \| At 31 December 2022 \| - \| 218,195 \| (67) \| 218,128 \| \| \| \| The notes on pages 39 to 67 form part of these financial statements. \| Consolidated Cash Flow Statement For the year ended 31 December 2022 \| Year ended \| Period ended \| \|-----------------------------------------------------------------------------------------------\|--------------\|----------------\| \| 31 December \| 31 December \| \| \| \| 2022 \| 2021 \| \| \| £000 \| £000 \| \| Cash flows from operating activities Loss before taxation \| (96,447) \| (4,187) \| \| Adjustments for: Depreciation of tangible fixed assets \| 7,856 \| 2,448 \| \| Amortisation of intangible assets \| 76,538 \| 24,208 \| \| Loss on disposal of tangible assets \| 178 \| - \| \| Profit on disposal of subsidiary \| (4,686) \| - \| \| Transaction costs for sale of subsidiary \| (1,632) \| - \| \| Fair value loss on investment properties \| 605 \| - \| \| Amortisation of debt arrangement fees \| 1,542 \| 262 \| \| Unrealised loss/(gains) on investments \| 5,081 \| (8,813) \| \| Share of loss in associate \| 5,985 \| 1,221 \| \| Interest income \| (3,188) \| (2,139) \| \| Interest expense \| 39,097 \| 7,256 \| \| (Decrease)/increase in provisions \| (5,846) \| 3,757 \| \| Decrease/(increase) in debtors and prepayments \| (9,104) \| (12,381) \| \| Decrease/(increase) in stocks and work in progress \| 285 \| (1,067) \| \| Increase in creditors and accruals \| 157,114 \| 62,684 \| \| Taxation paid \| (1,448) \| (198) \| \| Net cash inflow from operating activities \| 171,930 \| 73,051 \| \| Cash flows from investing activities Cash paid for subsidiaries net of cash balances acquired \| (253,547) \| (10,351) \| \| Cash received from sale of subsidiaries net of cash balances disposed \| 9,900 \| - \| \| Disposal of investments \| 29,490 \| 1,585 \| \| Purchase of intangible assets \| (34,662) \| (5,491) \| \| Purchase of tangible fixed assets \| (16,948) \| (1,667) \| \| Purchase of investment property \| (1,160) \| - \| \| Disposal of tangible fixed assets \| - \| 67 \| \| Payment of deferred consideration \| (10,376) \| (10,000) \| \| Payments to acquire investments \| (13,872) \| (7,241) \| \| Interest received \| 331 \| 2,493 \| \| Net cash outflow from investing activities \| (290,844) \| (30,605) \| \| For the year ended 31 December 2022 \| Year ended \| Period ended \| \|-----------------------------------------------------------------------\|--------------\|----------------\| \| 31 December \| 31 December \| \| \| 2022 \| 2021 \| \| \| £000 \| £000 \| \| \| Cash flows from financing activities Proceeds from issuance of shares \| - \| 91,761 \| \| Proceeds of new borrowings \| 740,599 \| 97,600 \| \| Repayments of borrowings \| (518,621) \| (170,672) \| \| Interest paid \| (31,153) \| (11,369) \| \| Net cash inflow from financing activities \| 190,825 \| 7,320 \| \| Net increase in cash and cash equivalents \| 71,911 \| 49,766 \| \| Cash and cash equivalents at end of period \| 121,677 \| 49,766 \| The notes on pages 39 to 67 form part of these financial statements # Notes To The Financial Statements For The Year Ended 31 December 2022
Summarize the following section: 1. Group Information	1. Group Information	Markerstudy Group Holdings Limited ("the Company") is a private Company limited by shares domiciled and incorporated in England. The registered office of the Company is 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB, United Kingdom. "The Group" consists of Markerstudy Group Holdings Limited and its controlled entities as disclosed in Note 13. The principal activity of the Group is that of distribution and administration of general insurance and related services.
Summarize the following section: 2. Principal Accounting Policies Basis Of Preparation	2. Principal Accounting Policies Basis Of Preparation	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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. They are prepared under the historical cost convention, modified to include freehold properties, investment properties and certain financial instruments at fair value. Amounts in these financial statements are rounded to the nearest whole £1,000, except where otherwise indicated.
Summarize the following section: Reduced Disclosures	Reduced Disclosures	The Company has taken advantage of the exemption from disclosing a statement of cash flow and related notes and disclosures in its company only accounts, as permitted by the reduced disclosure regime within FRS 102. As permitted by s408 of the Companies Act 2006, the Company has not presented a statement of comprehensive income as it prepares group accounts and the Company's individual statement of changes in equity shows the Company's profit or loss for the period.
Summarize the following section: Basis Of Consolidation	Basis Of Consolidation	The consolidated financial statements of the Group include the assets, liabilities and results of Markerstudy Group Holdings Limited and its controlled entities, being subsidiary undertakings in which the Group has a controlling interest and other entities the Group is deemed to control. Control is defined as the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. All intragroup balances, transactions, income and expenses and profit and losses arising from intra-group transactions are eliminated in full on consolidation. Non-controlling interests represent the portion of profit or loss and the assets not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position. Subsequent to acquisition, non-controlling interests consist of amounts attributed to such interest at initial recognition and the non-controlling interests' share of changes in equity since the acquisition date. The Group financial statements have been prepared using uniform accounting policies across all Group entities.
Summarize the following section: Going Concern	Going Concern	The Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements. The Company's parent entity, Venus Topco Limited, has provided a letter of support confirming that it will continue to provide financial support to the Company such that it will continue to be able to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Group is forecast to generate positive future cash flows, after servicing Notes to the Financial Statements continued For the year ended 31 December 2022 debt and capital expenditure and the Directors are therefore confident that there will be sufficient positive cash flows to support the liquidity and solvency of the Company. The Group continues to monitor the impacts of inflation. Whilst there are nascent signs of inflation levelling off in the UK, the future direction of price rises, particularly in respect of energy, are difficult to predict due to their reliance on geopolitical and macroeconomic factors such as the ongoing war in Ukraine. Similarly, the Bank of England's responses via base rate announcements and the UK Government's interventions to calm inflation are also difficult to accurately forecast. However, in general, concerns over costs spiralling out of control have largely abated compared to the high level of volatility seen in 2022, particularly after the "mini Budget" of late September. The Group's cost base is reviewed regularly and opportunities to achieve savings, including looking at new energy providers and leveraging the Group's purchase power to lower or cap costs, continue to be actively sought. The continued support of the Company's parent, and the Group's debt providers, to fund acquisitions demonstrate their confidence in the Group to seek out opportunities for growth and value generation. In addition, the organic growth and cash generation from the existing Group businesses support the long-term prospects of the organisation and mean that the Directors are confident that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and for a period of at least 12 months from the signing of these financial statements. On this basis, the Directors continue to prepare these financial statements on a going concern basis.
Summarize the following section: Turnover	Turnover	Turnover arises from continuing operations and consists of commissions arising from the distribution of insurance policies, income for the provision of claims handling services to third parties, other ancillary services such as motor repairs and video telematics and rental income from investment properties. Direct sales commissions and other related income Direct commission is recognised in full at the inception of the policy. To the extent that there are clawback conditions included in any distribution agreements, a provision is recognised on the balance sheet when it is probable that a repayment will be required as a result of a past event. Revenue in respect of referral commission and vehicle recovery is recognised when earned or on the date that the vehicle is recovered. Mid-term adjustments are recognised as and when as additional premium or return premium is calculated. The pro-rata commission due and payable on a cancelled policy is offset by cancellation fees applied to the policy and hence both are recognised at the point of cancellation. Other income from related services Income from claims handling services is recognised in profit and loss in the period in which the right to consideration is earned from performance of the service. Revenue from non-insurance business Sale of services are recognised in the accounting period in which the services are rendered by reference to the completion of the specific transaction assessed on the basis of the actual service provided. This includes the sale of software subscriptions and hardware and installation.
Summarize the following section: Rental Income	Rental Income	Rental income is recognised in profit and loss over the period that the property has been made available to the lessee.
Summarize the following section: Investment Income	Investment Income	Investment income comprises fair value gains and losses and dividend income. Fair value gains and losses on investments represent the difference between the valuation at the balance sheet date and their valuation at the previous balance sheet date. Interim dividends are recognised when paid and final dividends are booked as a liability when they are approved by the members passing a written resolution.
Summarize the following section: Interest Income And Expense	Interest Income And Expense	Interest income and expense are recognised in profit or loss on an accruals basis.
Summarize the following section: Taxation	Taxation	Tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable. Current tax expense is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is recognised on income or expenses from subsidiaries or associates that will be assessed for tax in a future period, except where the Group is able to control the reversal of the timing difference, and it is probable that the timing difference will not reverse in the foreseeable future. Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill. For non-depreciable assets measured using the revaluation model and investment properties measured at fair value (except investment property with a limited useful life held by the Group to consume substantially all of its economic benefits), deferred tax is measured using the tax rates and allowances that apply to the sale of the asset or property. Current and deferred tax, other than the tax effects of distributions to owners, is charged or credited in profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction and is also charged or credited to other comprehensive income, or equity. The tax expense or income effects of distributions to owners are recognised in profit or loss. Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Summarize the following section: Intangible Assets Goodwill	Intangible Assets Goodwill	Business combinations are accounted for by applying the acquisition method of accounting, which adjusts the net assets of the acquired company to fair value at the date of purchase. The difference between fair value of net assets of the acquired company and the fair value of the consideration given represents goodwill. Positive goodwill arises when the fair value of the consideration given exceeds the fair value of the identifiable assets and liabilities acquired. Positive goodwill is recognised as an asset on consolidation and stated at cost less amortisation. Positive goodwill is amortised through the statement of comprehensive income on a straight line basis over its useful economic life of 10 years as, in the opinion of the Directors, this represents the period over which it is expected to give rise to economic benefits. A provision for impairment is made when necessary.
Summarize the following section: Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Intangible Assets Acquired Via A Business Combination	Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Intangible Assets Acquired Via A Business Combination	Intangible assets arising on a business combination are recognised separately from goodwill if the intangible asset is both separable and arises from legal or contractual rights. The Group has elected to recognise non-contractual customer relationships separately to goodwill. All other intangible assets that either arise from legal or contractual rights, or are separable, are presented within goodwill. Intangible assets are initially recognised at fair value at acquisition date and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets are amortised through comprehensive income on a straight-line basis over their useful lives, as follows: Software and websites 2-5 years Brand 15 years Customer relationships 5-21 years Intellectual property 5-6 years Amortisation is revised prospectively for any significant change in useful life or residual value. On disposal, the difference between the net disposal proceeds and the carrying amount of the intangible asset is recognised in profit or loss.
Summarize the following section: Affinity Relationships	Affinity Relationships	Payments of advanced commission in respect to affinity relationships are recognised as intangible assets when the Group has acquired the right to control either directly or jointly with the affinity partner key aspects of the relationship such as pricing, insurer panel selection, product design, marketing or the right to administer insurance policies or other customer contracts for a given period of time. As a result, these rights confer direct probable economic benefits to the Group. The Group initially measures the amounts paid at cost and subsequently at cost less accumulated amortisation and accumulated impairment losses where appropriate. Amortisation is recognised on a systematic basis over the periods during which the related economic benefits arise. Software development costs The Group capitalises expenditure on software development as an intangible asset when the following can be demonstrated: - the technical feasibility of the development such that the resulting asset will be available for use or sale; - the intention to complete the development and to use or sell the asset; - ability to use or sell the asset; - how the asset will generate future economic benefits; - the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset; - the ability to reliably measure the expenditure attributable to the asset during its development. All research expenditure and development expenditure that does not meet the above conditions is expensed as incurred. Capitalised development expenditure is initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight line basis over its useful life, which is between 2 and 5 years.
Summarize the following section: Other Intangible Assets	Other Intangible Assets	Intangible assets purchased other than in a business combination are only recognised when future economic benefits are probable and the cost or value of the asset can be measured reliably. The cost of internally generated brands, logos, publishing titles, customer lists and similar items are expensed as incurred.
Summarize the following section: Tangible Assets	Tangible Assets	Tangible assets include freehold properties, which are properties owned and occupied by the Group and other tangible assets such as leasehold improvements, fixtures & fittings, equipment and motor vehicles.
Summarize the following section: Freehold Properties	Freehold Properties	Freehold properties are initially recognised at cost, including directly attributable expenses incurred in making the asset capable of operating as intended. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
Summarize the following section: Other Tangible Assets	Other Tangible Assets	Other tangible fixed assets are initially recognised at cost, including any directly attributable acquisition expenses. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
Summarize the following section: Depreciation	Depreciation	Depreciation is calculated so as to recognise the initial cost of the asset, less its estimated residual value, on a straight line basis over its expected useful economic life. The principal annual rates used for this purpose are: Freehold properties 2.5% - 4% Leasehold improvements 10% - 25% Fixtures, fitting and equipment 10% - 50% Motor vehicles 20% - 25% Freehold land is not depreciated.
Summarize the following section: Impairment	Impairment	For each asset carried at cost less accumulated amortisation and impairment, an assessment is made at each reporting date to determine whether there are any indications that the asset may be impaired, or that any previously recognised impairment loss has fully or partially reversed. If such indications exist, the Group estimates the recoverable amount of the asset or, for goodwill, the recoverable amount of the cash-generating unit to which the goodwill belongs. Any shortfall between the carrying value of the asset and its recoverable amount, being the higher of fair value less costs to sell and value-in-use, is recognised as an impairment loss in profit and loss. Any previously recognised impairment loss for goodwill is not reversed should the assessment indicate a higher value. For fixed assets other than goodwill, recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in profit and loss. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset's revised carrying amount (less any residual value) over its remaining useful life. The carrying amount of the investment in associates is tested for impairment as a single asset at each reporting date. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Summarize the following section: Investment Properties	Investment Properties	Investment properties are initially recognised at cost, including directly attributable expenses incurred in making the asset capable of operating as intended. They are subsequently measured at fair value, with any gains recognised in the revaluation reserve in equity, unless they reverse losses previously recognised in the profit and loss. To the extent that any losses reverse any previously recognised gains in the revaluation reserve, they are offset in equity, otherwise they are recognised in profit and loss. Full valuations are made by independent, professionally qualified valuers at least every three years. The valuations are reviewed by the Directors in the intervening years to ensure properties are carried at their current fair value.
Summarize the following section: Financial Instruments	Financial Instruments	The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102, in full, to all of its financial instruments. Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Summarize the following section: Other Investments	Other Investments	The Group's investments comprise of financial assets such as equity investments and loans secured by mortgages. With the exception of investments in associates and subsidiaries (see below), equity investments are Notes to the Financial Statements continued For the year ended 31 December 2022 recognised initially at fair value, being the purchase consideration excluding any transaction costs, and are subsequently measured at fair value through profit and loss. Loans secured by mortgages are measured at amortised cost. Financial assets recognised at fair value through profit and loss are allocated into the following categories according to the inputs into the method applied to determine the fair value: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted price is usually the bid price. Level 2: when quoted prices are unavailable the instrument is valued using inputs that are observable either directly or indirectly including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs that are observable such as interest rates and yield curves observable at commonly quoted intervals, implied volatility or credit spreads and market-corroborated inputs. Level 3: when observable inputs are available, unobservable inputs are used to measure fair value by use of valuation techniques. The objective of using the valuation technique is to estimate what the fair value would have been on the measurement date.
Summarize the following section: Investments In Associates	Investments In Associates	Undertakings in which the Group has significant influence (i.e. the power to participate in the financial and operating policy decisions but not control or joint control over those policies) are classified as associates. The Group recognises its share of the entity's results in profit and loss and its equity in the statement of financial position. All transactions with the associate are eliminated to the extent of the Group's interest, except where unrealised losses provide evidence of an impairment. Where necessary, adjustments are made to bring the accounting policies of the associate into line with those used by the Group. Dividends received from the associate reduce the carrying amount of the investment. Investment in subsidiary undertakings Investments in subsidiary undertakings are recorded in the Company's statement of financial position at cost less accumulated impairment. An impairment review of the investment in Group undertakings is performed when events or changes in circumstances indicate that the carrying value may not be recoverable.
Summarize the following section: Trade And Other Debtors	Trade And Other Debtors	Trade and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument, and subsequently measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash flows (excluding credit losses) over the expected life of the instrument back to the fair value on initial recognition. When there is objective evidence that the amounts due will not be collected according to the original terms of the contract, impairment losses are recognised in profit and loss to the extent that the carrying value of the asset exceeds the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit and loss.
Summarize the following section: Financial Liabilities - Trade And Other Creditors, Borrowings And Accruals	Financial Liabilities - Trade And Other Creditors, Borrowings And Accruals	Financial liabilities that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled. Where the arrangement with a creditor constitutes a financing transaction, the creditor is initially measured at the present value of future payments discounted at a market rate of interest for a similar instrument and subsequently measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash flows over the expected life of the instrument back to the fair value on initial recognition. Derecognition of financial assets and liabilities A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some (but not substantially all) 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. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires. Insurance broking assets and liabilities Financial assets and liabilities are offset, and the net amount reported in the statement of financial position, only where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. The Group acts as an agent in broking the insurable risks of its clients and, whilst it is generally not directly liable for premiums due to underwriters or for claims payable to clients, these assets and liabilities are recognised gross in the statement of financial position in line with generally accepted accounting practices.
Summarize the following section: Stocks	Stocks	Stocks are stated at the lower of cost and net realisable value. Cost is determined using the standard costing method. All items in stocks are bought from third parties as finished goods. Standard cost is based on the catalogue price of the preferred supplier. Work in progress incorporates labour, parts, materials and a proportion of overheads for incomplete and outstanding works.
Summarize the following section: Provisions	Provisions	Provisions are recognised when, at the reporting date, as a result of a past event, the Group has an obligation that can be reliably estimated and it is probable that a transfer of economic benefits will be required to settle that obligation. Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised within interest expense.
Summarize the following section: Foreign Currencies	Foreign Currencies	Functional and presentation currency Items included in these financial statements are measured and presented using British pounds ("£"), the currency of the primary economic environment in which the Group operates ("the functional currency"), which is also the Company's presentation currency. When an overseas subsidiary has a functional currency other than British pounds, exchange gains or losses on translation of balances into the presentation currency for the purposes of consolidation are recognised in other comprehensive income, with the cumulative gain or loss being recognised in a separate foreign currency translation reserve in equity.
Summarize the following section: Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Transactions And Balances	Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Transactions And Balances	Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit and loss.
Summarize the following section: Operating Lease Agreements	Operating Lease Agreements	Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed. Provisions are made against operating leases where the unavoidable costs of meeting the contractual lease obligations exceed the economic benefits expected to be received.
Summarize the following section: Finance Lease And Hire Purchase Contracts	Finance Lease And Hire Purchase Contracts	The amount capitalised is the fair value of the leased asset or if lower, the present value of the minimum lease payments payable during the lease term, both determined at inception of the lease. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit and loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Summarize the following section: Pension Costs	Pension Costs	The Group operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the Group. The annual contributions payable are charged to profit and loss.
Summarize the following section: Capital And Reserves	Capital And Reserves	Called-up share capital represents the nominal value of the shares that have been issued. Share premium is the difference between the fair value of any other consideration given and the nominal value of the shares issued in exchange. The foreign currency translation reserve represents exchange gains or losses on translation of balances of overseas subsidiaries into the Group presentation currency for the purposes of consolidation.
Summarize the following section: 3. Judgements And Key Sources Of Estimation Uncertainty	3. Judgements And Key Sources Of Estimation Uncertainty	The preparation of the financial statements requires the application of judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following are the Group's judgements and key sources of estimation uncertainty:
Summarize the following section: Recognition Of Intangible Assets	Recognition Of Intangible Assets	Judgement is exercised in recognition of intangible assets, including the capitalisation of software development costs, through assessment of the probability of expected future economic benefits accruing to the Group using reasonable and supportable assumptions that represent the Group's best estimate of the economic conditions that will exist over the useful life of the asset.
Summarize the following section: Assessing Recoverability Of Investments In Group Undertakings (Parent Company)	Assessing Recoverability Of Investments In Group Undertakings (Parent Company)	Investments in subsidiary undertakings are recorded in the Company's statement of financial position at cost less impairment. The Company performs an impairment assessment on its investment in group undertakings whenever events or changes in circumstances indicate that the carrying value may not be recoverable. This requires the Company to make an estimate of the expected future cash flows and of a discount rate in order to calculate the present value of those cash flows. The details of investments in group undertakings are disclosed in Note 13. Deferral of claims handling commission income Commission received and receivable relating to claims handling is deferred and recognised in the profit and loss account in the period in which the performance of the service is performed in accordance with the accounting policy. Historic claims frequency is used to forecast the expected time from policy inception to receipt of a claim, and to final settlement, to determine the amount of commission income to defer.
Summarize the following section: Taxation	Taxation	Estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Further details are contained in Note 8. Further, current tax liabilities are measured at the amount of tax management expects the Group to pay. Assessing whether income is taxable and whether expenses are allowable for tax involves judgement, particularly where the tax position depends on tax case law. Where appropriate, management obtains views on tax legislation and case law from tax experts and/or from Legal Counsel in forming an opinion on these areas of judgement.
Summarize the following section: Goodwill And Intangible Assets	Goodwill And Intangible Assets	The Group establishes a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar business. Recoverability of trade and related party debtors An estimate is applied to assess the recoverability of trade and related party debtors. Factors such as the age of the debt and historic payment experience are used in making this estimation. \| \| Year ended \| Period ended \| \| \|----------------------------------------------------------------------------------\|--------------\|----------------\|--------------\| \| \| 31 December \| 31 December \| \| \| \| 2022 \| 2021 \| \| \| \| £000 \| £000 \| \| \| Direct sales commissions and other related income \| 205,925 \| 118,624 \| \| \| Other income from related services \| 102,017 \| 10,297 \| \| \| Revenue from non-insurance business \| 106,747 \| 39,738 \| \| \| Rental income \| 97 \| 410 \| \| \| \| 414,786 \| 169,069 \| \| \| Turnover arises from the following geographical locations: United Kingdom \| 413,507 \| 168,722 \| \| \| USA \| 1,279 \| 347 \| \| \| \| 414,786 \| 169,069 \| \| \| 5. Administrative expenses \| \| Year ended \| Period ended \| \| \| 31 December \| 31 December \| \| \| \| 2022 \| 2021 \| \| \| Administrative expenses are stated after charging: \| Note \| £000 \| £000 \| \| Operating lease expenses \| 25 \| 9,191 \| 3,975 \| \| Amortisation of intangible assets \| 9 \| 30,473 \| 10,255 \| \| Amortisation of goodwill \| 9 \| 46,065 \| 13,953 \| \| Depreciation of tangible assets \| 10 \| 7,856 \| 2,448 \| \| Loss on disposal of fixed assets \| 44 \| - \| \| \| Profit on disposal of subsidiary \| 14 \| (4,686) \| - \| \| \| \| Year ended \| Period ended \| \| \| 31 December \| 31 December \| \| \| \| 2022 \| 2021 \| \| \| Auditor's remuneration \| \| £000 \| £000 \| \| Audit of the consolidated and individual financial \| 2,332 \| 2,500 \| \| \| statements of Group entities Non audit services Audit-related assurance services \| 30 \| 30 \| \| \| Taxation and other advisory services \| 622 \| 934 \| \| \| Total non-audit services \| 652 \| 964 \| \| \| Total auditor's remuneration \| 2,984 \| 3,464 \| \| \| The aggregate payroll costs incurred during the year were: \| Year ended \| Period ended \| \|--------------------------------------------------------------\|--------------\|----------------\| \| 31 December \| 31 December \| \| \| 2022 \| 2021 \| \| \| £000 \| £000 \| \| \| Wages and salaries \| 148,544 \| 54,611 \| \| Social security costs \| 14,678 \| 5,142 \| \| Other pension costs \| 7,066 \| 1,853 \| \| \| 170,288 \| 61,606 \| \| \| Year ended \| Period ended \| \|--------------------------------------------------------------------\|--------------\|----------------\| \| \| 31 December \| 31 December \| \| \| 2022 \| 2021 \| \| The average number of persons employed by the Group \| No. \| No. \| \| during the period was: Management and administration \| 2,748 \| 2,607 \| \| Operations \| 2,237 \| 923 \| \| \| 4,985 \| 3,530 \| \| Directors' remuneration \| Year ended \| Period ended \| \| \| 31 December \| 31 December \| \| \| 2022 \| 2021 \| \| The aggregate Executive Directors' remuneration for the period is: \| £000 \| £000 \| \| Remuneration \| 5,368 \| 1,890 \| \| Company contributions to defined contribution pension plans \| 4 \| 3 \| \| \| 5,372 \| 1,893 \| \| Highest paid Director: Aggregate remuneration \| 2,102 \| 818 \| \| Payments to defined contribution pension plans \| 2 \| 1 \| In addition to the above, £13,769k (2021: £1,229k) of staff costs have been capitalised as part of additions to software development costs in intangible assets. All Executive Directors accrue benefits under the Group's defined contribution pension plans. The Non-Executive Directors are not employed by the Group, however, in addition to the Executive Directors' remuneration above, total fees of £225k (2021: £77k) were paid to the Non-Executive Directors in the period.
Summarize the following section: Defined Contribution Plans	Defined Contribution Plans	The Group operates a defined contribution pension scheme for all qualifying employees in the United Kingdom. The assets of the scheme are held separately from those of the Group in an independently administered fund. The contributions payable by the Group and charged to profit and loss in the year amounted to £7,066k (2021: £1,853k). Contributions totalling £1,119k (2021: £342k) were payable to the fund at the year end and are included in creditors. \| 7. Interest expense \| Year ended \| Period ended \| \|-------------------------------------------------------------------------------------\|--------------\|----------------\| \| \| 31 December \| 31 December \| \| \| 2022 \| 2021 \| \| \| £000 \| £000 \| \| Interest incurred Interest incurred on current and non-current borrowings (Note 19) \| 37,555 \| 6,710 \| \| Other interest expense Amortisation of debt arrangement fees \| 1,542 \| 262 \| \| \| 39,097 \| 6,972 \| \| \| Year ended \| Period ended \| \|---------------------------\|--------------\|----------------\| \| 31 December \| 31 December \| \| \| 2022 \| 2021 \| \| \| £000 \| £000 \| \| \| Interest on bank balances \| 3,188 \| 2,139 \|
Summarize the following section: 8. Taxation	8. Taxation	\| 8. Taxation \| Year ended \| Period ended \| \|-------------------------------------------------------------\|--------------\|----------------\| \| 31 December \| 31 December \| \| \| \| 2022 \| 2021 \| \| Current tax \| £000 \| £000 \| \| Corporation tax (credit)/charge for the period \| (1,664) \| 2,594 \| \| Adjustment in respect of previous years \| (788) \| - \| \| Current tax (credit)/expense \| (2,452) \| 2,594 \| \| Deferred tax Origination and reversal of timing differences \| (4,152) \| 3,735 \| \| Adjustments in respect to prior year \| (1,185) \| - \| \| Effect of tax rate change on opening balance \| (247) \| - \| \| Deferred tax expense \| (5,584) \| 3,735 \| \| Tax (credit)/expense for the period \| (8,036) \| 6,329 \| \| Tax reconciliation Loss before tax \| (96,447) \| (4,187) \| \| Loss on ordinary activities multiplied by the standard rate \| (18,325) \| (796) \| \| of UK tax at 19% Effects of: Fixed asset differences \| 1,504 \| 34 \| \| Expenses not-deductible for tax purposes \| 11,489 \| 3,328 \| \| Transfer pricing adjustments \| 247 \| 43 \| \| Difference in tax rates \| (992) \| 1 \| \| Deferred tax not recognised \| 2,212 \| 2,890 \| \| Other permanent differences \| (104) \| - \| \| Chargeable losses \| (783) \| - \| \| Adjustments to tax charge for prior period \| (2,121) \| - \| \| Remeasurement of deferred tax for change in tax rates \| (976) \| - \| \| Other timing differences \| (187) \| 829 \| \| Tax expense for the period \| (8,036) \| 6,329 \| At the reporting date the main UK rate of Corporation Tax for the period was 19%. The Finance Bill 2021, which was substantively enacted on 24 May 2021, included the announcement that the corporation tax rate for years starting from April 2023 would increase to 25% on profits over £250,000. Deferred tax balances on the statement of financial position have been measured at the substantively enacted rate at the date they are expected realise.
Summarize the following section: 9. Intangible Assets	9. Intangible Assets	\| \| Customer \| Intellectual \| \| Affinity \| \| \| \| \|--------------------------------------------\|---------------\|------------------\|---------\|------------\|---------------\|-------------------\|----------\| \| Software \| relationships \| Brand \| \| property \| relationships \| Goodwill \| Total \| \| Cost \| £000 \| £000 \| £000 \| £000 \| £000 \| £000 \| £000 \| \| At 1 January 2022 \| 5,491 \| 106,397 \| 15,347 \| 28,467 \| - \| 231,174 \| 386,876 \| \| Acquired during the year \| - \| 135,400 \| 5,200 \| - \| - \| 292,828 \| 433,428 \| \| Capitalised during the year \| 33,182 \| - \| - \| - \| 1,480 \| - \| 34,662 \| \| Disposals during the year \| (8,069) \| - \| - \| - \| - \| - \| (8,069) \| \| At 31 December 2022 \| 30,604 \| 241,797 \| 20,547 \| 28,467 \| 1,480 \| 524,002 846,897 \| \| \| Accumulated amortisation At 1 January 2022 \| (2,135) \| (5,302) \| (509) \| (2,309) \| - \| (13,953) \| (24,208) \| \| Amortisation during the year \| (5,117) \| (20,108) \| (1,340) \| (3,716) \| (192) \| (46,065) \| (76,538) \| \| Disposals during the year \| 5,436 \| - \| - \| - \| - \| - \| 5,436 \| \| At 31 December 2022 \| (1,816) \| (25,410) (1,849) \| \| (6,025) \| (192) \| (60,018) (95,310) \| \| \| Net book value At 31 December 2021 \| 3,356 \| 101,095 \| 14,838 \| 26,158 \| - \| 217,221 \| 362,668 \| \| At 31 December 2022 \| 28,788 \| 216,387 \| 18,698 \| 22,442 \| 1,288 \| 463,984 751,587 \| \| The amortisation charge for the period is recognised within administrative expenses. See Note 14 for details of the business combination in the period. The Company had no intangible assets at 31 December 2022.
Summarize the following section: 10. Tangible Assets	10. Tangible Assets	\| Group \| \| Fixtures, \| \| \| \| \|--------------------------------------------\|--------------\|-------------\|----------\|-------\|---------\| \| Freehold \| Leasehold \| fittings & \| Motor \| \| \| \| properties \| improvements \| equipment \| vehicles \| Total \| \| \| Cost \| £000 \| £000 \| £000 \| £000 \| £000 \| \| At 1 January 2022 \| 12,053 \| 2,169 \| 7,179 \| 2,303 \| 23,704 \| \| Acquired on business combination \| 2,944 \| - \| 9,409 \| 29 \| 12,382 \| \| Additions during the year \| 9,535 \| 647 \| 4,861 \| 1,905 \| 16,948 \| \| Disposals for the year \| (102) \| (195) \| (103) \| (315) \| (715) \| \| At 31 December 2022 \| 24,430 \| 2,621 \| 21,346 \| 3,922 \| 52,319 \| \| Accumulated Depreciation At 1 January 2022 \| (210) \| (163) \| (798) \| (314) \| (1,485) \| \| Charge during the year \| (712) \| (488) \| (5,902) \| (754) \| (7,856) \| \| Disposals for the year \| 99 \| 80 \| 75 \| 267 \| 521 \| \| At 31 December 2022 \| (823) \| (571) \| (6,625) \| (801) \| (8,820) \| \| Net book value At 31 December 2021 \| 11,843 \| 2,006 \| 6,381 \| 1,989 \| 22,219 \| \| At 31 December 2022 \| 23,607 \| 2,050 \| 14,721 \| 3,121 \| 43,499 \| The depreciation charge for the period is recognised within administrative expenses. See Note 14 for details of the period. The Company had no tangible assets at 31 December 2022. Freehold properties are subject to charges to secure borrowings. Included within carrying value of tangible assets are motor vehicles held under finance leases or hire purchase agreements of £1,454k (2021: £921k) attracting depreciation of £292k (2021: £293k) in the period.
Summarize the following section: 11. Investment Properties	11. Investment Properties	\| Group \| £000 \| \|---------------------------------\|--------\| \| Fair value at 1 January 2022 \| 9,339 \| \| Additions in the year \| 1,160 \| \| Fair value losses in the period \| (605) \| \| Fair value at 31 December 2022 \| 9,894 \| Investment property comprises freehold office and residential buildings. Investment properties are subject to charges to secure borrowings. The fair value of the Group's investment property at 31 December 2022 has been arrived at on the basis of a valuation carried out at that date by the Group by utilising a formal valuation prepared by an independent and professionally qualified chartered surveyor, Avison Young (UK) Limited. The valuation advice has considered the market comparable for similar properties during the period and the tenure and tenancy position at that date. \| Group \| £000 \| \|--------------------------------\|---------\| \| Fair value at 1 January 2022 \| 14,901 \| \| Share of loss of associates \| (5,985) \| \| Fair value at 31 December 2022 \| 8,916 \|
Summarize the following section: 12. Investment In Associate	12. Investment In Associate	The Group holds 9.5% of the nominal value of the ordinary shares of Soteria Finance Holdings Limited (SFHL). SFHL is accounted for as an associate as the Group is in a position to exercise significant influence. SFHL is registered in England and its registered office is 40 Berkley Square, London, W1J 5AL. The business of SFHL is to underwrite insurance, predominantly in personal lines (motor and home). At 31 December 2022, the equity of SFHL was £93,900k and its loss for the period was £63,000k. The Company had no associates during the period.
Summarize the following section: 13. Other Investments	13. Other Investments	\| \| \| Loan secured \| \| \| \|-------------------------------------\|----------\|----------------\|-------------\|----------\| \| \| \| Equity \| by mortgage \| Total \| \| Group \| \| £000 \| £000 \| £000 \| \| At 1 January 2022 \| 169,782 \| 2,078 \| 171,860 \| \| \| Additions \| \| 13,872 \| - \| 13,872 \| \| Interest income \| \| - \| 191 \| 191 \| \| Investment income - fair value loss \| (5,081) \| - \| (5,081) \| \| \| Disposals \| (29,490) \| - \| (29,490) \| \| \| Interest paid \| \| - \| (191) \| (191) \| \| At 31 December 2022 \| 149,083 \| 2,078 \| 151,161 \| \| \| Level 1 \| Level 2 \| Level 3 \| Total \| \| \| Assets held at fair value - equity \| £000 \| £000 \| £000 \| £000 \| \| At 1 January 2022 \| - \| 169,782 \| - \| 169,782 \| \| Additions \| - \| 13,872 \| - \| 13,872 \| \| Investment income - fair value loss \| - \| (5,081) \| - \| (5,081) \| \| Disposals \| - \| (29,490) \| - \| (29,490) \| \| Transfer between fair value level \| - \| (14,307) \| 14,307 \| - \| \| At 31 December 2022 \| - \| 134,776 \| 14,307 \| 149,083 \| At 31 December 2021 the Group held an investment in a unitised investment fund, the Expert Investor V ICAV - Twin Focus Global Asset Fund, which was classified as level 2. On 30 November 2022 the units in this fund were cancelled and the underlying assets held transferred to the Group as directly held investments. The calculation of the fair value for one of the large holdings transferred out of this fund is based on discounted cash flow forecasts, with no direct market observable inputs, and as such, this asset was transferred out of level 2 and into level 3 of the fair value hierarchy.
Summarize the following section: 13. Other Investments Continued	13. Other Investments Continued	The Group's subsidiary undertakings as at 31 December 2022 were as follows: \| Country of \| 2022 \| 2021 \| \| \| \|------------------------------------------------\|----------------\|-----------------------------------\|------\|------\| \| Company name \| incorporation \| Nature of Business \| % \| % \| \| Direct holding Markerstudy Group Limited \| United Kingdom \| Holding company \| 100% \| 100% \| \| Indirect holdings ACM ULR Limited \| United Kingdom \| Claims management \| 100% \| - \| \| Affinity Insurance Solutions Limited \| United Kingdom \| Insurance broker \| 100% \| 100% \| \| Auto Windscreens Services Limited \| United Kingdom \| Repairer and claims handler \| 100% \| 100% \| \| Belgrave Street Holdings Limited1 \| Gibraltar \| Property holding \| 100% \| 100% \| \| BFSL Limited \| United Kingdom \| Credit finance \| 100% \| - \| \| BISL Limited \| United Kingdom \| Insurance broker \| 100% \| - \| \| Brightside Group Limited \| United Kingdom \| Holding company \| 100% \| 100% \| \| Brightside Insurance Services Limited \| United Kingdom \| Insurance broker \| 100% \| 100% \| \| Britannia House Holdings Limited1 \| Gibraltar \| Property holding \| 100% \| 100% \| \| Gingermonkeys Creative UK Limited2 \| United Kingdom \| Graphic designer \| 100% \| 100% \| \| Green Garth Priory Limited1 \| Gibraltar \| Property holding \| 100% \| 100% \| \| Grosvenor House Holdings Limited1 \| Gibraltar \| Property holding \| 100% \| 100% \| \| Grosvenor Walk Limited1 \| Gibraltar \| Property holding \| 100% \| 100% \| \| Group Direct Marketing Limited2 \| United Kingdom \| Non trading \| 100% \| 100% \| \| Injury QED Limited2 \| United Kingdom \| Non trading \| 100% \| 100% \| \| Insurance Factory Limited \| United Kingdom \| Insurance broker \| 100% \| 100% \| \| INTAA Limited2 \| United Kingdom \| Non trading \| 76% \| 76% \| \| Longford House (Holdings) Limited2 \| United Kingdom \| Property holding \| 100% \| 100% \| \| Markerstudy (Affinity) Holdings Limited \| United Kingdom \| Holding company \| 100% \| 100% \| \| Markerstudy (International) Limited1 \| Gibraltar \| Investment company \| 100% \| 100% \| \| Markerstudy (Investments) Limited2 \| United Kingdom \| Investment company \| 100% \| 100% \| \| Markerstudy Direct Limited \| United Kingdom \| Insurance broker \| 100% \| 100% \| \| Markerstudy Group Investments Limited \| United Kingdom \| Investment company \| 100% \| 100% \| \| Markerstudy Holdings (UK) Limited2 \| United Kingdom \| Holding company \| 100% \| 100% \| \| Markerstudy Holdings Limited \| Gibraltar \| Holding company \| 99% \| 99% \| \| Markerstudy Insurance Services Limited \| United Kingdom \| Insurance managing general agent \| 100% \| 100% \| \| Markerstudy Limited \| United Kingdom \| Financing company \| 100% \| 100% \| \| Markerstudy Property Holdings (No.1) Limited2 \| United Kingdom \| Property holding \| 100% \| 100% \| \| Markerstudy Property Holdings Limited2 \| United Kingdom \| Holding company \| 100% \| 100% \| \| MMT Centre Investments Limited2 \| United Kingdom \| Property holding \| 100% \| 100% \| \| Country of \| 2022 \| 2021 \| \| \| \|----------------------------------------\|----------------\|----------------------\|------\|------\| \| Company name \| incorporation \| Nature of Business \| % \| % \| \| MSG Office Holdings Limited2 \| United Kingdom \| Property holding \| 100% \| 100% \| \| Vision Vehicle Solutions Limited \| United Kingdom \| Vehicle hire \| 100% \| 100% \| \| VisionTrack, Inc. \| United States \| Motor camera sellers \| 90% \| 90% \| \| VisionTrack Limited \| United Kingdom \| Motor camera sellers \| 90% \| 90% \| \| Zenith Freeholds (Whitstable) Limited2 \| United Kingdom \| Property holding \| 100% \| 100% \| \| Zenith IP Limited1 \| Gibraltar \| Dormant \| 100% \| 100% \| 1. these companies have claimed the small company audit exemption available under the Gibraltar Companies Act 2014. 2. these companies have claimed the small company audit exemption available under s479A of the UK Companies Act 2006. The registered office for all United Kingdom registered subsidiary undertakings is Markerstudy House, 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB, with the exception of ACM ULR Limited, BFSL Limited and BISL Limited whose registered address is Fusion House. Katharine Way, Bretton, Peterborough, PE3 8BG. The registered office of the Gibraltar subsidiaries is of 57/63 Line Wall Road, GX11 1AA. The United States entity is registered at 251 Little Falls Drive, Wilmington, Delaware 19808.
Summarize the following section: Other Controlled Entity	Other Controlled Entity	In addition to the subsidiaries disclosed above, BGL Receivable Financing (1) Limited is deemed to be controlled as, whilst the Group does not have a controlling shareholding, it has the right to the variable returns from its involvement in the entity. The Group's interest in this entity is, in substance, no different than if it were a wholly owned subsidiary and, as such, is consolidated into the Group. This entity came into the Group along with the entities acquired as disclosed in Note 14. Company Investment in subsidiary £000 Cost at 1 January 2022 and 31 December 2022 218,195 Indicators of impairment of the Company's investment in Markerstudy Group Limited were identified, however no impairments were recognised as the investments value is deemed to be recoverable.
Summarize the following section: 14. Acquisition And Disposal	14. Acquisition And Disposal	On 29 April 2022 Markerstudy Group Limited ("MGL") acquired 100% of the share capital of BISL Limited and its subsidiaries BFSL Limited, ACM ULR Limited and BGL Direct Life Limited, together referred to as BGL Insurance ("BGLi"). The book and fair value of the acquired assets and liabilities of BGLi, and the associated goodwill, are as follows: \| goodwill, are as follows: \| Fair value \| Fair value on \| \| \|-------------------------------\|--------------\|-----------------\|-----------\| \| Book value \| adjustments \| acquisition \| \| \| Intangible assets \| £000 \| £000 \| £000 \| \| Customer relationships \| 8,292 \| 127,108 \| 135,400 \| \| Software \| 28,549 \| (28,549) \| - \| \| Brands \| - \| 5,200 \| 5,200 \| \| Tangible assets \| 12,382 \| - \| 12,382 \| \| Deferred Tax \| 6,325 \| - \| 6,325 \| \| Cash and cash equivalents \| 25,072 \| - \| 25,072 \| \| Debtors \| 318,464 \| - \| 318,464 \| \| Other debtors \| 54,961 \| - \| 54,961 \| \| Intercompany receivable \| 150,000 \| - \| 150,000 \| \| Creditors due within one year \| (395,048) \| - \| (395,048) \| \| Borrowings \| (150,000) \| - \| (150,000) \| \| Provisions for liabilities \| (1,502) \| (25,464) \| (26,966) \| \| Net assets \| 57,495 \| 78,295 \| 135,790 \| \| Consideration - cash \| \| 419,149 \| \| \| Consideration - deal costs \| \| 9,470 \| \| \| Total consideration paid \| \| 428,619 \| \| \| Goodwill on acquisition \| \| 292,829 \| \| The revenues and profits attributable to the acquisition for the period amounted to £130,917k and £15,192k. During the period of ownership, an additional £7.0 million of equity was invested into BGL Direct Life Limited, resulting in net assets on its disposal on 30 November 2022 of £5.2 million. The entity was sold for consideration of £9.9 million, fulfilled in cash, resulting in a profit on disposal of £4.7 million. BGL Direct Life Limited generated a loss after tax of £2,207k during the period it was a member of the Group. \| 15. Stocks Group \| 2022 \| 2021 \| \|-------------------------------------\|--------\|--------\| \| \| £000 \| £000 \| \| Finished goods and goods for resale \| 6,344 \| 6,629 \|
Summarize the following section: 15. Stocks	15. Stocks	The Company held no stock at either 31 December 2021 or 31 December 2022. \| 16. Debtors Group \| 2022 \| 2021 \| \|-----------------------------------\|---------\|---------\| \| Debtors due in more than one year \| £000 \| £000 \| \| Amount due from related party \| 121,516 \| 115,754 \| \| Other debtors \| 417 \| - \| \| \| 121,933 \| 115,754 \| \| \| 2022 \| 2021 \| \| Debtors due within one year \| £000 \| £000 \| \| Trade debtors \| 488,820 \| 134,669 \| \| Amount due from related party \| - \| 5,225 \| \| Corporation tax \| 1,519 \| - \| \| Other debtors \| 17,748 \| 20,044 \| \| Prepayments and accrued income \| 34,042 \| 23,585 \| \| \| 542,129 \| 183,523 \| On 13 July 2021 amounts totalling £119,574k due from related parties were formalised into a single interest-bearing loan. From this date an interest rate of 6% per annum was applied to Tranche A, B and C totalling £50,000k with the remaining Tranches D and E, totalling £69,574k non-interest bearing. The original agreement has been amended to defer payment of the remainder of Tranche A, and Tranches B, C and D, plus accrued interest, to 31 December 2024, with Tranche E, plus accrued interest, due on maturity in 2027. The full balance of £120,017k (2021: £120,979k) is therefore deemed non-current. The terms of the agreement state that, under certain conditions, including a sale or listing of Venus Topco Limited ("an exit event"), the full balance of the loan would be deducted from the proceeds payable to the related parties. As such, the loan could be settled before the due dates should such an exit event occur. The Group has sufficient collateral to secure the repayment of the amount due. Trade debtors are stated net of impairment of £19,144k (2021: £24,647k) and are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on written demand. The Company balance is an intercompany receivable of £129,997k and £13k prepayment (2021: £14,406k intercompany receivable).
Summarize the following section: 17. Creditors Due Within One Year	17. Creditors Due Within One Year	\| 2022 \| \| 2021 \| \|--------------------------------------------------------------\|---------\|---------\| \| Group \| £000 \| £000 \| \| Trade creditors \| 49,917 \| 51,518 \| \| Amounts owed to group undertakings \| 95,891 \| - \| \| Broker balances \| 629,011 \| 243,070 \| \| Accruals and deferred income \| 101,029 \| 52,626 \| \| Other taxes and social security costs \| 16,083 \| 24,674 \| \| Deferred consideration (see Note 18) \| 10,207 \| 10,000 \| \| Corporation tax \| - \| 7,889 \| \| Accrued interest \| 7,293 \| 1,542 \| \| Obligations under finance leases and hire purchase contracts \| 422 \| 543 \| \| Other creditors \| 46,103 \| 51,062 \| \| 955,956 \| \| 442,924 \| The amounts owed to trade, group undertakings, broker, and other creditors are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on written demand by the counterparty. The carrying value of creditors approximates their fair value. The deferred consideration amount of £10,207k (2021: £10,000k) relates to the Group's acquisition of Affinity Insurance Solutions Limited. The Company balance £130,077k (2021: £14,406k) is an intercompany payable. The terms of the balance are the same as the Group amounts disclosed above.
Summarize the following section: 18. Creditors Due In More Than One Year	18. Creditors Due In More Than One Year	\| \| 2022 \| 2021 \| \|--------------------------------------------------------------\|--------\|--------\| \| Group \| £000 \| £000 \| \| Unearned commission \| 81,283 \| 64,992 \| \| Deferred consideration \| 5,000 \| 15,376 \| \| Obligations under finance leases and hire purchase contracts \| 848 \| 148 \| \| \| 87,131 \| 80,516 \| \| \| 2022 \| 2021 \| \|-----------------------------------------------------------------------\|--------\|--------\| \| Future lease payments under finance lease and hire purchase contracts \| £000 \| £000 \| \| Within one year (Note 17) \| 422 \| 543 \| \| Within two to five years \| 848 \| 176 \| \| Less: future finance charges \| (142) \| (28) \| \| Net due in more than one year \| 706 \| 148 \| \| Total obligations under finance leases and hire purchase contracts \| 1,128 \| 691 \| The deferred consideration amount of £5,000k (2021: £15,376k) relates to the Group's acquisition of Affinity Insurance Solutions Limited. This is the element expected to be paid after more than one year.
Summarize the following section: 19. Borrowings	19. Borrowings	\| 19. Borrowings Group \| 2022 \| 2021 \| \|----------------------------------\|---------\|---------\| \| Current \| £000 \| £000 \| \| Rolling credit facility \| 30,000 \| 5,000 \| \| \| 30,000 \| 5,000 \| \| Non-current \| \| \| \| Unitranche senior debt \| 257,094 \| 89,721 \| \| Securitisation facility \| 203,000 \| - \| \| Loans secured on Group companies \| 47,327 \| 46,780 \| \| BISL Limited loan \| - \| 25,823 \| \| Other loans \| 17,598 \| 11,464 \| \| \| 525,019 \| 173,788 \|

Summarize the following section: Setting The Scene

Setting The Scene

I joined Markerstudy Group as Chair in July 2021 at the propitious juncture of the private equity capital injection and group restructure. Markerstudy had been travelling on an exhilarating growth trajectory and I was delighted to join the operation at such a pivotal moment. The UK had just emerged from the pandemic and was carving out what 'normal' looked like. I was excited by the passion of CEO Kevin Spencer, and keen to embrace an organisation that had similarly aligned principles to my own. In April 2022, Markerstudy completed the purchase of BGL Insurance, welcoming approximately 1,700 new colleagues into the Group and swelling overall colleague numbers to upwards of 5,000. This also created a business with more than 6 million customers, able to benefit from Markerstudy's continuous development in digital capabilities, wide product footprint and mantra to put the customer first.

Summarize the following section: Today…

Today…

With our broad distribution footprint and omnichannel capabilities, we've seen significant historical organic revenue and earnings growth, strong margins and robust operating cash flow conversion. External factors have given rise to unprecedented opportunities and challenges in the insurance industry… climate change, legislation, cybercrime, geopolitics, inflation, restructuring and digitisation. From conducting our first full scope carbon footprint, to embracing GIPP, Markerstudy has positively addressed each of these factors. Markerstudy has a long track-record of successful M&A activity, with 25 acquisitions completed in the last 10 years and an extensive opportunity pipeline, supporting our forecast growth trajectory. Our investment has been focused on market-leading technology and data analytics capabilities, driving increased competitiveness, scalability and growth to all parts of the operation. Markerstudy enjoys strong, long-term relationships with brand partners and third-party brokers. We operate a fully integrated, end-to-end insurance platform, delivering scale and diversification and offering distribution, underwriting and related insurance services. In 2022, Markerstudy joined The British Insurance Brokers Association (BIBA) and we have continued our support of the Managing General Agents Association (MGAA). We have a strong management team with deep industry expertise and extensive experience, driving an ambitious culture and a vision to be the No.1 provider of general insurance services and innovative solutions to customers in the UK. Benny Higgins Chair of the Board # CEO's Statement Throughout 2022 the UK experienced considerable economic uncertainty as it lurched from one crisis to another, resulting in increases in fuel and energy costs, delays in the supply chain and a rising cost of living. All of which negatively impacted our customers, our colleagues and our business. Given these headwinds, and the acquisition of BGL Insurance in April 2022, it was deemed an opportune time to reassess our vision and values, to check they are still relevant in today's world and outline the strategies to propel us towards a more sustainable future.

Summarize the following section: Our Vision, Purpose And Values

Our Vision, Purpose And Values

Our Vision To be the No. 1 provider of general insurance services and innovative solutions to customers in the UK. Our Purpose To unite all colleagues within our Group to strive to reach their potential and support our goal of putting the customer first. To be a Group that achieves sustainable and profitable growth, nurtures differences, grasps all opportunities and embraces change - with a view to building a legacy for the future. Our Values I'm passionate about improving our customer service and colleague experience. In 2023 we launched refreshed values, where the acronym E.F.F.O.R.T is a quick reminder of each value: Embrace, Focus, Fun, Own, Responsible, Teamwork.

Summarize the following section: Colleague Engagement

Colleague Engagement

With a community of over 5,000 colleagues, it is our ambition to build a more diverse, equal and inclusive workplace for everyone and in doing so nurture positive behaviours to foster a healthy, happy and collaborative workforce. We rely on colleagues to help us shape the business for the future. Our annual colleague engagement survey 'Pulse' was distributed in September 2022, with more than 3,500 responses. The overall engagement and wellbeing indicator for the whole Group was 4/5 - which is deeply encouraging. There's more work to be done in this space, but we have exciting plans in place to help improve this score. Improving our Employee Value Proposition has also been a priority. Our colleague forum, Bright Sparks, enables ideas to be suggested that will improve our ways of working, for the benefit of everyone. We also invited colleagues to complete an anonymous survey to gather their views on our current benefits offering, to understand which benefits were the most important to them and learn more about what they would like to see in the future. We listened to their feedback and acted, launching a new Benefits platform which brings all our benefits together in one place. In support of our Values, we created a taskforce of colleagues across the Group whose role is to support with sharing the information in Group communications and initiatives - cascading them down to a local level, so no one misses out.

Summarize the following section: Sustainability

Sustainability

We are committed to being a responsible business and to embed sustainability into our culture. Over 2022 we started to formulate our pathway to Net Zero carbon emissions. From 2023 we have committed to being a carbon neutral business, offsetting our emissions using a blend of REDD+ overseas projects that will directly benefit the environment and provide social benefit to poorer communities. I'm passionate about creating a Net Zero Heroes taskforce to help us in our quest to reduce our carbon emissions and reach our Net Zero targets. You can find out more about our approach to sustainability on the dedicated area of our website www.markerstudygroup.com/sustainability/ sustainability where you can also find our 2022 Sustainability Report.

Summarize the following section: Charity Partnerships

Charity Partnerships

We're committed to volunteering and supporting charities and good causes in our local communities and further afield. We hold an annual Markerstudy fundraising day, choosing the Ukraine Humanitarian Appeal as the recipient of all monies raised in 2022. We also have two charity partners that we regularly support, Auditory Verbal UK: a charity offering hearing-impaired children and babies a unique rehabilitation programme and Future First: a charity whose mission is to strive towards a world where a young person's start in life does not limit their future.

Summarize the following section: Results

Results

You will read more about the detailed results of Markerstudy in the rest of this report and Financial statements, I am happy with the way the underlying business performed over 2022 in the face of some significant external challenges showing improvement in EBITDA reflecting the strategic acquisitions made and improvement in volumes and margins, and I am confident that we will continue to see strong earnings over 2023 and into the future. Kevin Spencer JP CEO STRATEGIC REPORT DIRECTORS' REPORT FINANCIAL STATEMENTS

Summarize the following section: Company Background

Company Background

Markerstudy Group Holdings Limited ("the Company") was incorporated on 9 December 2020 as a vehicle for a capital injection into the group of companies previously owned by Markerstudy Holdings Limited ("the Markerstudy Group"). On 14 July 2021, the proceeds of this capital injection, facilitated by the issuance of shares in the Company, were used to purchase 100% of the shares in a newly incorporated holding company Markerstudy Group Limited ("MGL"). MGL used the proceeds of this share issuance to acquire the Markerstudy Group. The comparative period in the financial statements therefore covers the period 9 December 2020 to 31 December 2021 but only includes the results of the Markerstudy Group from its date of acquisition of 14 July 2021 through to 31 December 2021. The current period figures show the results of these entities for the full year to 31 December 2022.

Summarize the following section: The Markerstudy Group

The Markerstudy Group

The Markerstudy Group was founded in 2001 to provide motor insurance in the UK. Over the years, the Group has extended its products and services in various markets - including travel and pet. It has grown organically and through acquisitions, including the distribution business of Co-op Insurance and Brightside Group in 2020 and 2021 respectively. BGL Insurance ("BGLi") was acquired in April 2022, a leading digital distributor of motor and home insurance products in partnership with several of the best known brands in UK financial services and through own brands Budget Insurance, Dial Direct, Zenith Insurance, Geoffrey Insurance, Jaunt and Nutshell, all supported by state-of-the-art, award-winning contact centres and market-leading digital platforms. The Markerstudy Group also includes a Managing General Agent ("MGA"), Markerstudy Insurance Services Limited ("MISL"), which provides a full range of claims and administration services to a large number of intermediaries in the UK. The Markerstudy Broking division comprises of a number of brands including BGLi and Insurance Factory - one of the UK's largest pet insurance platforms - and complementary businesses Auto Windscreens, Vision Vehicle Solutions and VisionTrack. The BGLi acquisition brings a strong array of affinity insurance partners and customers to the Group. 2022 was a year of material change within the Insurance market with the introduction of the FCA General Insurance Pricing Practices (GIPP) regulation, higher than anticipated inflation in claims and overheads, specifically salary, as a consequence of both the war in Ukraine and the general state of the UK economy post the COVID pandemic. The Markerstudy Group has been able to manage these headwinds through each of its operating divisions. # Business Review And Future Developments Retail Distribution BGL Insurance ("BGLi") Acquisition On 29 April 2022 the Markerstudy Group completed the purchase of the BGL Group's insurance distribution business ("BGLi") for a consideration of £428.6 million. The acquisition was funded by a mixture of a drawdown of the unitranche debt funding, rolling credit facilities and a capital injection from the Company's parent entity, Venus Topco Limited. BGLi is a leading insurance distributor and already had a strong existing relationship with the Markerstudy Group, acting as an outsource partner to a number of Markerstudy brands such as Co-op Eco, Zenith and Geoffrey. In addition, BGLi places all glass replacement and repair work through Auto Windscreens. Post-acquisition a number of strategic and operating transformation activities were undertaken to align management and governance structures and to achieve deal synergies. It was also decided that the life insurance broking business was not core to the strategy of the wider Markerstudy Group and the subsidiary BGL Direct Life Limited, operating under the Beagle Street brand, was sold. Following a turbulent start to trading post GIPP implementation, H2 saw a significant recovery in new business competitiveness whilst also maintaining strong renewal rates, all despite pressures from increasing net rate inflation from underwriters towards the end of the year. Customer numbers returned to growth across the second half of the year, importantly supported by strong uplifts in the higher margin Direct and Own brands. The business development pipeline remains strong, with potential back book purchases being explored and continuing discussions with new partners. The strategy of BGLi remains to deliver digital-led retail motor and home insurance, with several key strategic partners, both directly and through the main price comparison websites. We are a trusted partner, delivering exceptional customer service and high value insurance products.

Summarize the following section: Markerstudy Broking

Markerstudy Broking

The Markerstudy Broking business' saw growth across a number of products year-on-year. The most significant of these was in Pet Insurance, where a combination of market demand and our competitiveness led to an increase of sales through our direct business channels. Our specialist motor, commercial and home lines all continued to maintain or grow policy volumes and, whilst renewal performance has been strong, in order to generate future revenue growth, we have invested in new business acquisition, accepting increased marketing costs. Rising costs from suppliers has diluted gross margin but means we have maintained a greater customer base to carry forward to future years. Administrative expenses have decreased yearon-year despite the portfolio growth as we make the operations more efficient. Key to this has been relocating premises to consolidate the teams and bringing together product lines to support a leaner business. With rising overhead costs in general, management have looked to reduce cost by streamlining IT processes, fees and charges. Staffing levels have increased to meet the extra pet insurance volumes but economies of scale have meant that this has become more efficient to run on a cost per policy basis. We will continue to build on 2022's performance and continue growth throughout 2023. The lower cost base and increased focus on differentiated product areas within the business mean that we have clear sight of the profitable areas of the business to focus on. We have also tasked our colleagues with continuing to improve processes and platforms in order to attract new business and ensure that customers and partners benefit from both improved customer journeys and attractive products.

Summarize the following section: Clegg Gifford Acquisition

Clegg Gifford Acquisition

On 24 December 2021 the Group announced an agreement to purchase Clegg Gifford Holdings Limited and its insurance broker subsidiary Clegg Gifford & Co Limited ("Clegg Gifford"). Formed in 1968 as a general insurance broker, Clegg Gifford later evolved into a Lloyd's broker and a specialist in the UK motor trade market segment. Delays in regulatory approval due to the need to clarify the structure of the sale meant that the deal did not complete until 20 July 2023. However, the Markerstudy Group have commenced the process of integrating this business into the Broking division and leveraging the relationship with Tradex to create extra capacity for the MGA business. In addition, two new Guernsey entities have been incorporated to replace the Guernsey branch of the UK entity, one as an MGA for Channel Islands wholesale business and the other, a pure broker for retail.

Summarize the following section: MGA

MGA

MISL was able to leverage its Markerstudy Hosted Rate (MHR) pricing capabilities to improve underwriting footprint and get ahead of the wider insurance market in our response to fluctuating premium rates. The MHR product enabled speed and efficient delivery. Furthermore, MISL has been able to optimise non-risk incomes through its large network and bespoke schemes. MISL also commenced a number of material transformation projects in 2022, specifically in the claims and fraud spaces, that are starting to achieve traction. The MGA continues to manage West Bay Insurance Plc (formally Zenith Insurance Plc) premiums and claims as its primary insurance carrier, noting that it also manages additional capacity provided by Accredited Europe and Aviva. MISL's primary focus remains providing competitive products to new and existing customers. MISL also offers a range of additional services to insurers, specifically run-off claims and administrative services that it has been very successful delivering; specifically a UK Motor and Commercial Liability book of business on behalf of Lloyd's Syndicate 1274 and a Motor and Home book on behalf of Soteria Insurance Limited (formally Co-Operative Group Limited). 2023 looks to be a promising year for the MGA, with MHR gaining further traction, claims and fraud transformation projects delivering increased capabilities and efficiency savings and leveraging relationships with other Markerstudy Group businesses, most specifically the two newly acquired Distribution businesses, BGLi and Clegg Gifford.

Summarize the following section: Group Services

Group Services

The Group Services businesses include Auto Windscreens Services Limited ("AWS"), Vision Vehicles Solutions Limited ("VVS"), VisionTrack Limited ("VT") plus some smaller property investment companies. AWS, which repairs and replaces automotive glazing, achieved a 3% increase in completed glass claims due to growth in existing customers, new business wins and, to a lesser impact, a return to more normal post-pandemic driving patterns compared to 2021. This was supplemented by growth in the higher margin Advanced Driver Assistance System (ADAS) recalibration jobs, which continue to rise due to the increased technology and automation features on our customers' vehicles. However, the spike in heat and electricity costs across the multiple service sites had an impact on bottom line profit for the year. VVS, which provides replacement vehicles for non-fault motor claims cases, saw an increase in profit due to higher volumes and fleet utilisation. Through this approach the business was able to seek out cases that had a storage and recovery element for policyholders' damaged vehicles, as these attract a higher margin. VT, which designs, develops and supplies in-vehicle video telematics products and services, experienced strong subscription growth across commercial vehicle fleets adopting video telematics, growth in partner customers who sell our services as a complimentary service to their own telematics software solution, and maintained stable turnover with direct customers whilst adding a number of new key accounts during the year. # Key Performance Indicators The Board and other stakeholders focus on "EBITDA" (earnings before interest, tax, depreciation and amortisation) as this measure is deemed to give a more focused view of the underlying performance of the business. The figures below are on a statutory basis for the Company and its controlled entities ("the Group"), noting that 2021 figures cover the period 9 December 2020 to 31 December 2021 but only include the results of the Markerstudy Group from 14 July 2021: | | 2022 | 2021 | |------------------------------------|----------|---------| | | £000 | £000 | | Loss before taxation | (96,447) | (4,187) | | remove: net interest expense | 35,909 | 4,833 | | remove: share of loss of associate | 5,985 | 1,221 | | remove: amortisation | 76,538 | 24,208 | | remove: depreciation | 7,856 | 2,448 | | Statutory EBITDA | 29,841 | 28,523 | Whilst the above table shows a statutory view of EBITDA, in addition the Directors consider Adjusted EBITDA on a constant perimeter basis that includes pre-acquisition results to monitor underlying trends in all acquired businesses after exclusion of non-recurring items. In addition, the Group closely monitors its performance against a series of indices that are set as part of a rigorous budgeting process. The indices cover key aspects of the business operations including turnover, cost of sales, administrative expenses and profit/(loss) before tax. As a rule, indices are monitored monthly, on both an individual month and year-to-date basis and are the subject of a monthly review meeting for each of the main functions. Expenses are monitored monthly against the budget by cost centre and expense type. Variance reporting is a key feature of the review process. A dashboard reporting suite to monitor operational variances and performance by departmental area is in operation and reviewed monthly. Investments made by the Group are closely monitored by its investment committee against the expected performance for each individual investment. # Going Concern The Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements. The Company's parent entity, Venus Topco Limited, has provided a letter of support confirming that it will continue to provide financial support to the Company such that it will continue to be able to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Group is forecast to generate positive future cash flows, after servicing debt and capital expenditure, and the Directors are therefore confident that there will be sufficient positive cash flows to support the liquidity and solvency of the Company. The Group continues to monitor the impacts of inflation. Whilst there are nascent signs of inflation levelling off in the UK, the future direction of price rises, particularly in respect of energy, are difficult to predict due to their reliance on geopolitical and macroeconomic factors such as the ongoing war in Ukraine. Similarly, the Bank of England's responses via base rate announcements and the UK Government's interventions to calm inflation are also difficult to accurately forecast. However, in general, concerns over costs spiralling out of control have largely abated compared to the high level of volatility seen in 2022, particularly after the "mini Budget" of late September. The Group's cost base is reviewed regularly and opportunities to achieve savings, including looking at new energy providers and leveraging the Group's purchase power to lower or cap costs, continue to be actively sought. The continued support of the Company's parent, and the Group's debt providers, to fund acquisitions such as BGLi and Clegg Gifford demonstrate their confidence in the Group to seek out opportunities for growth and value generation. In addition, the organic growth and cash generation from the existing Markerstudy Group businesses support the long-term prospects of the organisation and mean that the Directors are confident that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and for a period of at least 12 months from the signing of these financial statements. On this basis, the Directors continue to prepare these financial statements on a going concern basis. # Risk Management Managing Our Risks to Our Strategy Our overall aim is to make risk management processes and approach focused on our material risks, simple to implement and embedded within our business processes. The role of the Group's Risk Function in this is to provide effective, proactive oversight and challenge to ensure that the business remains agile, but decisions are made with a clear assessment of the uncertainties. Our risk management approach starts with the objectives of the business, our planning process sets out what we are looking to achieve and our assessment of the risks are focused on what could prevent or increase the chance of these being achieved.

Summarize the following section: Risk Governance And Framework

Risk Governance And Framework

The Risk Function is central to supporting the business in their effective ownership of the risks, creating a positive risk culture that is owned within the business with clear accountabilities and risk ownership designed to ensure that we identify, manage, mitigate and report on all material risks and controls through the three lines of defence model: 1st Line Business functions that own and manage risks - these teams have primary ownership, responsibility and accountability for identifying, assessing and managing risks and controls. 2nd Line Risk and Compliance functions oversee compliance and management of risks, monitor, and help implement effective risk management practices and facilitate the reporting of risk related information. The Chief Risk Officer has accountability for the Risk and Compliance function with independence assured through direct access to the Chair of the Group Risk and Compliance Committee ("GRCC"). 3rd Line Internal Audit function that provides independent assurance - improves Markerstudy's operations through independent objective assurance. The Head of Internal Audit has accountability for the IA function with independence assured through direct access to the Chair of the Audit Committee. Our Risk Management framework defines a set of guidelines to identify, manage, mitigate and report risk across the business. The key processes that underpin this include: - Stress testing and scenario analysis; - Risk acceptance processes; - Risk appetite statements and process; - Materiality assessments; - Horizon scanning and emerging risk processes; - Policy framework; - Governance and accountability structures; - Assurance oversight; and - Compliance framework and regulatory monitoring.

Summarize the following section: Risk Appetite

Risk Appetite

The risk appetite statements and associated risk objectives align to our strategy and inform the way we think about and report on risk within the business. They are split into key risk themes with supporting Key Risk Indicators which incorporate a range of quantitative and qualitative measures of risk against which the business is monitored. This monitoring is reflected in regular reporting to the Executive Committees, the Risk Committee and the Board. The Risk Appetite statements can be found below: | Risk Appetite | Risk Objective | Key Risks | |---------------------------------------|----------------------------------------------------------------------------------|-------------------------------------------------------------------| | Strategy and Trading | Deliver a strategy of growth | - Group | | and profitability based upon use | - Strategic | | | of multiple product streams and | - Trading and Pricing | | | varied distribution approaches. | - Distribution - Insurance Capacity - Reputation - Change Management/Integration | | | Financial Sustainability | Maintain financial robustness by | - Solvency/Liquidity | | meeting applicable solvency and | - Reserving | | | liquidity requirements and | - (Re)insurance | | | optimising capital/investment income. | - Credit - Market Risk | | | Customer | Deliver on meeting customer | - Products and Services | | expectations through our products | - Price and Value | | | and services that we offer. | - Consumer Understanding - Customer Support | | | Business Operations | Operate resilient business systems | - Information Security | | and processes, protecting data and | - Information/Data Management | | | managing people. | - IT Environment - Operational Resilience and | | | | - Business Continuity - Suppliers, Outsourcing and | | | | - Delegated Authorities - People inc. Workplace Safety | | | Regulation and | Comply with all applicable laws, | - Regulatory | | Compliance | regulations and standards. | - Data Protection - Financial Crime - Legal - Financial Reporting | | | - and Forecasting | |

Summarize the following section: Principal Risks And Uncertainties

Principal Risks And Uncertainties

We continuously assess the principal risks facing the business; these are defined as the risks that could result in us failing to meet our strategic objectives through our risk management processes. Over the past year we have seen a number of risks emerge or heighten along with others that have reduced within this timeframe.

Summarize the following section: Trading And Pricing:

Trading And Pricing:

Trading and Pricing risk represents the uncertainty in the profitability of the business due to volatility in the markets that the business operates. While the business model doesn't take direct insurance risk, the changes to the insurance market environment notably through the increased inflation, market rating and the continued challenges within the repair networks, has resulted in changes to customer behaviours. This has led to insurers changing appetite in terms of their risk acceptance, leading to both positive impacts on our business through greater switching and also challenges due to insurers reducing their footprint in some markets. Overall, this has been seen as an opportunity for the Group.

Summarize the following section: Market Risk:

Market Risk:

Market Risk represents the uncertainty in the financial position due to fluctuations in the level and volatility of market prices of assets and liabilities. The Group is exposed to Market Risk through its financial assets and financial liabilities. These risks arise from interest bearing liabilities and equity products, which are exposed to interest rate and market price changes. The material increases to the interest rates has increased from historically low levels of 0.25% at the start of 2022 to 3.5% at the end of the year with continued increases post year end. Financial liabilities exposed to interest rate risk include debt funding facilities. Strategies to hedge the Group's exposure to interest rate rises are currently being investigated.

Summarize the following section: Change:

Change:

Change Risk represents the loss or adverse impact due to an inability to deliver change effectively, uncertainty in the outcome or impact on current business operations. During 2022 there was significant change to the Group with the acquisition of BGLi, which led to material structural changes to ensure an effective operating model was in place and synergy benefits across the enlarged Group were achieved.

Summarize the following section: Regulatory And Compliance:

Regulatory And Compliance:

Regulatory and Compliance Risk represents the risk of failing to deliver the appropriate treatment to, or meet the needs of, or expectation of our Regulatory bodies. There have been material changes within this with the FCA GIPP implementation at the start of 2022 and the Consumer Duty requirements coming into force from 31 July 2023. These both have led to significant projects to ensure compliance with the requirements as well as ensuring that the Board have effective oversight of these key regulatory requirements.

Summarize the following section: Liquidity Risk:

Liquidity Risk:

Liquidity Risk represents the risk that the Group will have insufficient cash resources to meet payment obligations without affecting the daily operations or the financial condition of the Group. As described in the going concern section above, the Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements.

Summarize the following section: Credit Risk:

Credit Risk:

Credit risk refers to the Risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum exposure to credit risk at the reporting date is represented by the carrying amount of each asset on the statement of financial position, except for *loan secured by mortgage* within other investments as, at reporting date, the fair value of the collateral exceeds its carrying value.

Summarize the following section: Business Operations:

Business Operations:

Business Operations Risk represents the loss or adverse impact due to failures with processes, people or systems - either within the Group or within suppliers/third parties. While there has been no material issues during the year there is an increase in this risk from a cyber perspective due to the Ukraine invasion, but also reductions on the people elements of this risk due to the settling down in the employment market and people becoming more use to the hybrid working environment. # Corporate Governance The Wates Corporate Governance Principles for Large Private Companies (the "Wates Principles") serves as the framework to demonstrate how directors have had regard for the matters set out in section 172(1)(a) to (f) of the *Companies Act* 2006 ("s172") when performing their duties, including how directors have engaged with and considered the interests of stakeholders including the Company's shareholder, employees, suppliers, customers; and other stakeholders such as the environment and local communities within which the Company operates. The Board of Directors of Markerstudy Group Holdings Limited ("the Board") believe that they have acted in a way that they consider, in good faith, with regard to the matters as detailed in s172 and the Wates Principles as follows. Principle 1 Purpose and leadership The purpose of the Markerstudy Group Holdings Limited Board of Directors is to provide leadership of the Group within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board sets the Group's strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives, reviews management performance and has a clear oversight of the Group's operations. In addition, the Board sets the Group's values and standards and ensures that its obligations to its shareholders and others are understood and met.

Summarize the following section: Principle 2 Composition

Principle 2 Composition

The Board believes that its size and structure provides a balance of skills, backgrounds, experience and knowledge necessary to oversee the current scope and complexity of the Group's activities. During the period, the Board comprised of a Chair and four to five further Non-Executive Directors, the CEO, the Chief Financial Officer and the Chief Underwriting Officer. The Company has separate Chair and CEO roles to maintain a balance of responsibilities, accountability and effective decision-making. The Chair leads the Board and is responsible for its overall effectiveness, promoting and facilitating open and constructive debate. The Chair, supported by the Company Secretary, ensures that all Directors have sufficient time and information to facilitate meaningful discussion and that there are good levels of communication between the Executive Leadership Team and the Board. The Company values the contribution brought by Non-Executive Directors, particularly their contributions to the formulation of strategy, independent and objective judgement to Board deliberations and constructive challenge of Executive Management. The Board's terms of reference were updated in May 2022 to stipulate that there be ten full board meetings per calendar year.

Summarize the following section: Principle 3 Responsibilities

Principle 3 Responsibilities

The Board is guided by its terms of reference, which provide a framework for governance practices and clearly set out the Board´s overall leadership responsibility and matters reserved for its consideration and approval, whilst delegating to the CEO and Executive Leadership Team the day-to-day running of the operations of the Group. As corporate governance and business practices evolve over time, the Board will review its terms of reference and other governance policies and update them as necessary.

Summarize the following section: Principle 4 Opportunity And Risk

Principle 4 Opportunity And Risk

The Board promotes the long-term success of the Company by identifying opportunities to create and preserve value, while maintaining oversight of risk. The CEO provides an update at each meeting, detailing performance, five-year forecasts, key business initiatives and future plans for value creation. The Board has responsibility for the Group's overall approach to risk management and has delegated this oversight responsibility to the GRCC. The GRCC receives regular reports from the Chief Risk Officer on risk-taking relative to performance and makes recommendations on risk appetite and tolerance to the Board annually. The Group's principal risks are outlined above.

Summarize the following section: Principle 5 Remuneration

Principle 5 Remuneration

The Remuneration Committee ("RemCo") assists the Group Board in meeting its responsibilities regarding the determination, implementation and oversight of senior remuneration arrangements to enable the recruitment, motivation and retention of such senior employees who have the required skills to support the strategic objectives and values of the Company. RemCo is responsible for determining and implementing the Group's Remuneration Policy for the Directors, Company Secretary and other senior Executives, ensuring that overall levels of reward or remuneration are sufficient to attract, retain and motivate individuals of the quality necessary to manage the business effectively and successfully, but that overall levels are not excessive in comparison to the relevant external market and incentive arrangements do not encourage excessive risk taking. RemCo is responsible for ensuring that the Remuneration Policy does not incentivise behaviours that will or could cause harm to customers. Principle 6 Stakeholder Relationships and Engagement

Summarize the following section: Customers And Suppliers

Customers And Suppliers

Across the Group, we have many long-standing and highly successful relationships with our customers and suppliers. The Group's ethos is to promote fairness and integrity in customer service and commit to 'putting the fun into insurance', for the benefit of our customers, employees and the communities in which we operate. Our customers are at the heart of everything we do, and the Board is committed to treating customers fairly. The Group is also committed to building strong, positive relationships with a wide range of insurers, brokers, managing general agents and other distribution channels.

Summarize the following section: Shareholder

Shareholder

As a wholly owned subsidiary, the Board considers the views of the Company's parent entity, Venus Topco Limited, and the interests of the Group in all decisions and transactions undertaken. The Executive Directors provide the primary channel of communication between the Company and its parent. Any distributions to the Company´s shareholder would only be considered after a full assessment of the Company's capital adequacy and ability to continue as a going concern into the foreseeable future. The Board also balances the ability to invest in future growth, with stable and sustainable returns for the shareholder.

Summarize the following section: Employees

Employees

Consultation with employees, or their representatives, is performed at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests. All employees are aware of the financial and economic performance of their business units and of the Markerstudy Group as a whole. Communication with all employees is maintained via numerous platforms, including the intranet, weekly Group news bulletins and news flashes, internal TV and desktop wallpapers, leadership forums, webinars, committees and through Colleague Engagement Ambassadors. The Board is committed to its focus on our colleagues' working environment and career development opportunities, which has helped the Group achieve its 'Investors in People' accreditation. A number of initiatives developed by the Group including the 'Shooting Stars' programme for leaders of the future, and 'ALEX' the Group's apprenticeship syllabus, have all contributed to the Group achieving the accreditation. The Group has also developed 6 core values, 'E.F.F.O.R.T.', which help maintain the Group's culture and appropriate behaviours. Post-pandemic, a large proportion of the Group's staff base continue to work flexibly, and the Board is committed to ensuring the channels of communication are effective for all work patterns, to ensure colleagues are listened to and are able to continue working effectively with a sense of belonging.

Summarize the following section: Community And Environment

Community And Environment

The Board considers the Group's impact on the wider community and the environment as part of the decision-making process on all key initiatives. The Group's 'Motiv8' programme supports colleagues in their community and charity fundraising activities and our Net Zero Heroes initiative encourages a focus on reducing our carbon footprint, as well as promoting more sustainable procurement practices throughout our supply chain. The carbon emissions section in the *Directors' Report* below details the Group's carbon footprint. This report was approved by the Board of Directors and signed on 4 September 2023 on behalf of the Board by: K J Barber Director REPORT AND FINANCIAL STATEMENTS 2022 21 STRATEGIC REPORT FINANCIAL STATEMENTS # Directors' 22 **MARKERSTUDY GROUP** # Directors' Report | | | Principal Activity MGHL is a holding company registered in the UK and the principal activity of the Group is that of distribution and administration of general insurance and related services. The Directors submit their report and the audited financial statements of Markerstudy Group Holdings Limited and its subsidiaries ("the Group") for the year ended 31 December 2022. Markerstudy Group Holdings Limited ("MGHL" or "the Company") is a wholly owned subsidiary of Venus Topco Limited, a company based in Guernsey with Company No 68521. Results The Group made a loss of £88,504k for the year ended 31 December 2022 (2021: loss of £10,596k). Directors The Directors of the Company during the period and to the date of signing the financial statements were as follows: | | Dividends No dividends were paid during the year and the Directors do not propose the payment of a final dividend. | | | B F Higgins Chair of the Board K R Spencer JP Executive Director - CEO G Humphreys Executive Director - Chief Underwriting Officer K J Barber Executive Director - CFO | Addition and Disposal During the Period On 29 April 2022 the Group completed the purchase of BISL Limited and its subsidiaries BFSL Limited, ACM ULR Limited and BGL Direct Life Limited for a consideration of £428.6 million. The acquisition was funded by a mixture of a drawdown of the unitranche debt funding, rolling credit facilities and a capital injection from the Company's parent entity, Venus Topco Limited. On 30 November 2022, BISL Limited sold BGL Direct Life Limited for £9.9 million. | | | Lord T T M Agnew Appointed 26 June 2023 Non-Executive Director M J P England Non-Executive Director L V McMurray Non-Executive Director A E Tabbakh Non-Executive Director M O Donaldson Resigned 29 March 2023 Non-Executive Director | Events Since the Reporting Date On 24 December 2021 the Group announced an agreement to purchase Clegg Gifford Holdings Limited, its insurance broking subsidiary Clegg Gifford & Co Limited. The deal completed on 20 July 2023 for a consideration of £61.9 million, paid for by existing funding facilities and a capital injection from the Company's parent entity, Venus Topco Limited. Post acquisition, two new Guernsey entities were incorporated to replace the Guernsey branch of Clegg Gifford & Co Limited, Five Islands Insurance Limited as an MGA for Channel Islands wholesale business and Clegg Gifford Channel Islands Limited as a pure broker for retail business. | | | N A Utley Resigned 18 October 2022 Non-Executive Director | |

Summarize the following section: Carbon Emissions

Carbon Emissions

In line with the UK Government's streamlined energy and carbon reporting ("SECR") requirements, the Group's energy usage, in kilowatt hours (kWh) and carbon emissions, in tonnes per carbon dioxide equivalent (tCO2e), for the year ended 31 December 2022, and the period from 14 July 2021 to 31 December 2021, are set out below: | | | | | Emissions | | | |----------------------------------------------------------------|--------------------|-----------|----------------|----------------------------|--------------|----------| | | Energy Consumption | | Location Based | | Market Based | | | | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | | | kWh | kWh | tCO2e | tCO2e | tCO2e | tCO2e | | Scope 1 - combustion | 9,998,340 | 4,501,093 | 2,329.57 | 1,052.48 | 2,329.57 | 1,052.48 | | Scope 2 - purchased energy | 4,504,409 | 1,308,254 | 871.07 | 280.78 | 519.98 | 43.27 | | Scope 3 - indirect energy usage | 20,957 | - | 5.18 | - | 5.18 | - | | Total | 14,523,706 | 5,809,347 | 3,205.82 | 1,333.26 2,854.73 1,095.75 | | | | Greenhouse gas emissions intensity ratio Group turnover (£000) | | | 414,786 | 169,069 | 414,786 | 169,069 | | Intensity ratio (tCO2e /£000) | | | 0.0077 | 0.0079 | 0.0069 | 0.0065 | The 2022 figures reported above are for the year ended 31 December whereas 2021 covers the period from 14 July 2021 (the date the operating entities were acquired by the Group) to 31 December 2021 and pro rata estimation was used for Electricity, Gas and Owned Vehicles data to cover this period. The increase in energy consumption is partly due to 2022 being for a full year and six new properties transferring into the Group during the year, but also due to the impact of post pandemic changes to working patterns, with colleagues spending more time in our owner-occupied office spaces, and the impact of a return to more normal driving patterns on the operations of Auto Windscreens, our most carbon intensive business.

Summarize the following section: Methodology

Methodology

The methodology is based on the principles of the Greenhouse Gas Protocol, taking account of the 2015 amendment which sets out a 'dual reporting' requirement for the reporting of Scope 2 emissions via both a location and market focus. This includes limited emissions under Scope 1 and 2 (gas & fuel used in transport; purchased electricity), except where stated, and limited emissions under Scope 3 (fuel used in personal/hire cars for business purposes). Emissions are disclosed on those properties that the Group owns, rather than on operational usage by those occupying or leasing these buildings. This method has been adopted in order keep a clear line of delineation and ownership of emissions where there is an overlap of landlord and tenant arrangements between multiple, closely linked companies and subsidiaries. Electricity and Gas has been pro-rated for those sites that came into the Group part way through the period. Conversion factors for UK electricity (location-based methodology), gas and other emissions are those published by the Department for Environment, Food and Rural Affairs for 2022-23. Conversion factors for UK electricity (market-based methodology) are published at electricityinfo.org/provided by the relevant supplier. All the measured emissions sources required under *The Companies (Directors' Report)* and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 have been reported.

Summarize the following section: Mitigation

Mitigation

Electricity supplies are procured with 100% renewable energy tariffs where possible. The Group has begun work on the pathway to Net Zero by instructing Energise, our external carbon footprint verifiers, to assist in this process. For 2022 this included widening the carbon footprint to include all scope 3 categories which will then form the basis of the Net Zero strategy to reach Net Zero by 2045.

Summarize the following section: Employment Of Disabled Persons

Employment Of Disabled Persons

The Group will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise. There is a training scheme in operation so that employees who have been injured or disabled in the course of their employment can, where possible, continue in employment with the Group. During employment the Group seeks to work with employees, taking into account their personal circumstances, to ensure appropriate training, development and advancement opportunities are available to enable them to reach their full potential.

Summarize the following section: Directors' Indemnities

Directors' Indemnities

As permitted by the Company's Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the current period. A fellow Group company also purchased and maintained Directors' and Officers' liability insurance in respect of the Company and its Directors throughout the period.

Summarize the following section: Auditor

Auditor

The auditor, RSM UK Audit LLP is deemed to be reappointed under section 487(2) of the *Companies* Act 2006.

Summarize the following section: Statement Of Disclosure To Auditor

Statement Of Disclosure To Auditor

So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the Company's auditor is unaware. Additionally, each Director has taken all the necessary steps that they ought to have taken as a Director in order to make themselves aware of all relevant audit information and to establish that the Company's auditor is aware of that information. K J Barber Director # Statement Of Directors' Responsibilities The Directors are responsible for preparing the Strategic Report and the *Directors' Report* and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare group and company 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 Group and Company, and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. # Independent Auditor'S Report To The Member Of Markerstudy Group Holdings Limited

Summarize the following section: Opinion

Opinion

We have audited the financial statements of Markerstudy Group Holdings Limited (the 'parent company') and its subsidiaries ('the group') for the period ended 31 December 2022 which comprise the consolidated statement of comprehensive income, consolidated and company statements of financial position, consolidated and company statements of changes in equity, consolidated 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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: - give a true and fair view of the state of the group's and company's affairs as at 31 December 2022, and of the group's loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the *Companies Act 2006*.

Summarize the following section: Basis For Opinion

Basis For Opinion

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

Summarize the following section: Other Information

Other Information

The other information comprises of the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Summarize the following section: Opinions On Other Matters Prescribed By The Companies Act 2006

Opinions On Other Matters Prescribed By The Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit: - the information given in the 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.

Summarize the following section: Matters On Which We Are Required To Report By Exception

Matters On Which We Are Required To Report By Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the *Companies Act 2006* requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Summarize the following section: Responsibilities Of Directors

Responsibilities Of Directors

As explained more fully in the directors' responsibilities statement set out on page 26, 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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Summarize the following section: Auditor'S Responsibilities For The Audit Of The Financial Statements

Auditor'S Responsibilities For The Audit Of The Financial Statements

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

Summarize the following section: The Extent To Which The Audit Was Considered Capable Of Detecting Irregularities, Including Fraud

The Extent To Which The Audit Was Considered Capable Of Detecting Irregularities, Including Fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and component auditors: - obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operates in and how the group and parent company is complying with the legal and regulatory framework; - inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; - discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the *Companies Act 2006* and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from internal/external tax advisors. The most significant laws and regulations that have an indirect impact on the financial statements are the rules and principles set by the Financial Conduct Authority (FCA) as regulator for the financial services industry in the UK. We performed audit procedures to inquire of management whether the regulated group entities are in compliance with these law and regulations. We inspected compliance documentation, including but not limited to, internal procedures' manuals, risk and breaches registers, regulatory returns and correspondence with the FCA as well as considering compliance with the regulatory conditions for authorisation and other regulatory obligations. The group audit engagement team identified the risk of management override of controls, revenue cut-off and the existence and valuation of trade debtors as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, reviewing a sample of transactions recognised either side of the year end to ensure that revenue has been recognised in the correct accounting period, reconciling year end trade debtor balances and tracing through to cash receipt. All relevant laws and regulations identified at a group level and areas susceptible to fraud that could have a material effect on the consolidated financial statements were communicated to component auditors. Any instances of noncompliance with laws and regulations identified and communicated by a component auditor were considered in our group audit approach. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Summarize the following section: Use Of Our Report

Use Of Our Report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the *Companies Act 2006*. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Jonathan Da Costa (Senior Statutory Auditor) For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants Third Floor One London Square Cross Lanes Guildford Surrey GU1 1UN Date: 4 September 2023 REPORT AND FINANCIAL STATEMENTS 2022 31 # Financial | | Year ended | Period ended | | |-------------------------------------------------------------------------------------------|--------------|----------------|-----------| | 31 December | | 31 December | | | | 2022 | 2021 | | | Notes | £000 | £000 | | | Turnover | 4 | 414,786 | 169,069 | | Cost of sales | (103,418) | (48,414) | | | Gross profit | 311,368 | 120,655 | | | Administrative expenses | 5 | (360,840) | (127,601) | | Share of loss of associates | 12 | (5,985) | (1,221) | | Investment (loss)/income | 13 | (5,081) | 8,813 | | Interest income | 6 | 3,188 | 2,139 | | Interest expense | 7 | (39,097) | (6,972) | | Loss before taxation | (96,447) | (4,187) | | | Tax | 8 | 8,036 | (6,329) | | Loss for the period | (88,411) | (10,516) | | | Other comprehensive income Translation of foreign entities | (93) | (80) | | | Total comprehensive loss for the period | (88,504) | (10,596) | | | Loss for the period attributable to: Loss due to owners of the parent | (88,057) | (10,632) | | | (Loss)/profit due to non-controlling interests | (354) | 116 | | | | (88,411) | (10,516) | | | Total comprehensive loss for the period attributable to: Loss due to owners of the parent | (88,141) | (10,704) | | | (Loss)/profit due to non-controlling interests | (363) | 108 | | | | (88,504) | (10,596) | | The Group had no extraordinary items or material discontinued operations during the period. The notes on pages 39 to 67 form part of these financial statements. | As at 31 December 2022 | 2022 | 2021 | | |-------------------------------------------------------------|-----------|-----------|-----------| | Non-current assets | Notes | £000 | £000 | | Intangible assets | 9 | 751,587 | 362,668 | | Tangible assets | 10 | 43,499 | 22,219 | | Investment properties | 11 | 9,894 | 9,339 | | Investment in associates | 12 | 8,916 | 14,901 | | Other investments | 13 | 151,161 | 171,860 | | Debtors due in more than one year | 16 | 121,933 | 115,754 | | | 1,086,990 | 696,741 | | | Current assets Stocks | 15 | 6,344 | 6,629 | | Debtors due within one year | 16 | 542,129 | 183,523 | | Cash at bank and in hand | 23 | 121,677 | 49,766 | | | 670,150 | 239,918 | | | Current liabilities Creditors due within one year | 17 | (955,956) | (442,924) | | Borrowings | 19 | (30,000) | (5,000) | | | (985,956) | (447,924) | | | Net current liabilities | (315,806) | (208,006) | | | Total assets less current liabilities | 771,184 | 488,735 | | | Non-current liabilities Creditors due in more than one year | 18 | (87,131) | (80,516) | | Borrowings | 19 | (525,019) | (173,788) | | Provisions | 20 | (40,620) | (27,513) | | | (652,770) | (281,817) | | | Net assets | 118,414 | 206,918 | | | Capital and reserves Called up share capital | 22 | - | - | | Share premium | 22 | 218,195 | 218,195 | | Foreign currency translation reserve | 22 | (156) | (72) | | Profit and loss account | (98,689) | (10,632) | | | Equity attributable to the owners of the Parent | 119,350 | 207,491 | | | Non-controlling interests | (936) | (573) | | | Total shareholders' equity | 118,414 | 206,918 | | The financial statements on pages 33 to 67 were approved by the Board of Directors and authorised for issue on 4 September 2023 and are signed on its behalf by: K J Barber Director Company Registration No. 13073792. The notes on pages 39 to 67 form part of these financial statements. 34 **MARKERSTUDY GROUP** | | | 2022 | 2021 | |---------------------------------------------------|-------|-----------|----------| | | Notes | £000 | £000 | | Fixed assets Investments in subsidiaries | 13 | 218,195 | 218,195 | | Current assets Debtors | 16 | 130,010 | 14,406 | | Current liabilities Creditors due within one year | 17 | (130,077) | (14,406) | | Net assets | | 218,128 | 218,195 | | Capital and reserves Called up share capital | 22 | - | - | | Share premium | 22 | 218,195 | 218,195 | | Profit and loss account | | (67) | - | | Total shareholders' equity | | 218,128 | 218,195 | The Company has taken advantage of s408 of the *Companies Act 2006* not to publish its own Statement of Comprehensive Income. The Company made a loss after tax of £67k (2021: £Nil). The financial statements on pages 33 to 67 were approved by the Board of Directors and authorised for issue on 4 September 2023 and are signed on its behalf by: K J Barber Director Company Registration No. 13073792 The notes on pages 39 to 67 form part of these financial statements.

Summarize the following section: Statements Of Changes In Equity

Statements Of Changes In Equity

For the year ended 31 December 2022 | | Foreign | Total | | | | | | |---------------------------------------------------|------------|-------------|----------------|-------------|-------------|----------|----------| | Called-up | currency | Profit | Total | Non- | share | | | | share | Share | translation | and loss | controlling | controlling | holders' | | | capital | premium | reserve | account | interests | interest | equity | | | £000 | £000 | £000 | £000 | £000 | £000 | £000 | | | Group Acquired 14 July 2021 | - | - | - | - | - | (681) | (681) | | Loss for the period | - | - | - | (10,632) | (10,632) | 116 | (10,516) | | Other comprehensive loss | - | - | (72) | - | (72) | (8) | (80) | | Transactions with owners Issue of shares | - | 218,195 | - | - | 218,195 | - | 218,195 | | At 31 December 2021 | - | 218,195 | (72) (10,632) | 207,491 | (573) | 206,918 | | | Loss for the period | - | - | - | (88,057) | (88,057) | (354) | (88,411) | | Other comprehensive loss | - | - | (84) | - | (84) | (9) | (93) | | At 31 December 2022 | - | 218,195 | (156) (98,689) | 119,350 | (936) | 118,414 | | | Called-up | Profit and | Total | | | | | | | share | Share | loss | shareholders | | | | | | capital | premium | account | ' equity | | | | | | £000 | £000 | £000 | £000 | | | | | | Company Total comprehensive income for the period | - | - | - | - | | | | | Transactions with owners Issue of shares | - | 218,195 | - | 218,195 | | | | | At 31 December 2021 | - | 218,195 | - | 218,195 | | | | | Total comprehensive loss for the year | - | - | (67) | (67) | | | | | At 31 December 2022 | - | 218,195 | (67) | 218,128 | | | | The notes on pages 39 to 67 form part of these financial statements. | Consolidated Cash Flow Statement For the year ended 31 December 2022 | Year ended | Period ended | |-----------------------------------------------------------------------------------------------|--------------|----------------| | 31 December | 31 December | | | | 2022 | 2021 | | | £000 | £000 | | Cash flows from operating activities Loss before taxation | (96,447) | (4,187) | | Adjustments for: Depreciation of tangible fixed assets | 7,856 | 2,448 | | Amortisation of intangible assets | 76,538 | 24,208 | | Loss on disposal of tangible assets | 178 | - | | Profit on disposal of subsidiary | (4,686) | - | | Transaction costs for sale of subsidiary | (1,632) | - | | Fair value loss on investment properties | 605 | - | | Amortisation of debt arrangement fees | 1,542 | 262 | | Unrealised loss/(gains) on investments | 5,081 | (8,813) | | Share of loss in associate | 5,985 | 1,221 | | Interest income | (3,188) | (2,139) | | Interest expense | 39,097 | 7,256 | | (Decrease)/increase in provisions | (5,846) | 3,757 | | Decrease/(increase) in debtors and prepayments | (9,104) | (12,381) | | Decrease/(increase) in stocks and work in progress | 285 | (1,067) | | Increase in creditors and accruals | 157,114 | 62,684 | | Taxation paid | (1,448) | (198) | | Net cash inflow from operating activities | 171,930 | 73,051 | | Cash flows from investing activities Cash paid for subsidiaries net of cash balances acquired | (253,547) | (10,351) | | Cash received from sale of subsidiaries net of cash balances disposed | 9,900 | - | | Disposal of investments | 29,490 | 1,585 | | Purchase of intangible assets | (34,662) | (5,491) | | Purchase of tangible fixed assets | (16,948) | (1,667) | | Purchase of investment property | (1,160) | - | | Disposal of tangible fixed assets | - | 67 | | Payment of deferred consideration | (10,376) | (10,000) | | Payments to acquire investments | (13,872) | (7,241) | | Interest received | 331 | 2,493 | | Net cash outflow from investing activities | (290,844) | (30,605) | | For the year ended 31 December 2022 | Year ended | Period ended | |-----------------------------------------------------------------------|--------------|----------------| | 31 December | 31 December | | | 2022 | 2021 | | | £000 | £000 | | | Cash flows from financing activities Proceeds from issuance of shares | - | 91,761 | | Proceeds of new borrowings | 740,599 | 97,600 | | Repayments of borrowings | (518,621) | (170,672) | | Interest paid | (31,153) | (11,369) | | Net cash inflow from financing activities | 190,825 | 7,320 | | Net increase in cash and cash equivalents | 71,911 | 49,766 | | Cash and cash equivalents at end of period | 121,677 | 49,766 | The notes on pages 39 to 67 form part of these financial statements # Notes To The Financial Statements For The Year Ended 31 December 2022

Summarize the following section: 1. Group Information

1. Group Information

Markerstudy Group Holdings Limited ("the Company") is a private Company limited by shares domiciled and incorporated in England. The registered office of the Company is 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB, United Kingdom. "The Group" consists of Markerstudy Group Holdings Limited and its controlled entities as disclosed in Note 13. The principal activity of the Group is that of distribution and administration of general insurance and related services.

Summarize the following section: 2. Principal Accounting Policies Basis Of Preparation

2. Principal Accounting Policies Basis Of Preparation

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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. They are prepared under the historical cost convention, modified to include freehold properties, investment properties and certain financial instruments at fair value. Amounts in these financial statements are rounded to the nearest whole £1,000, except where otherwise indicated.

Summarize the following section: Reduced Disclosures

Reduced Disclosures

The Company has taken advantage of the exemption from disclosing a statement of cash flow and related notes and disclosures in its company only accounts, as permitted by the reduced disclosure regime within FRS 102. As permitted by s408 of the *Companies Act 2006*, the Company has not presented a statement of comprehensive income as it prepares group accounts and the Company's individual statement of changes in equity shows the Company's profit or loss for the period.

Summarize the following section: Basis Of Consolidation

Basis Of Consolidation

The consolidated financial statements of the Group include the assets, liabilities and results of Markerstudy Group Holdings Limited and its controlled entities, being subsidiary undertakings in which the Group has a controlling interest and other entities the Group is deemed to control. Control is defined as the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. All intragroup balances, transactions, income and expenses and profit and losses arising from intra-group transactions are eliminated in full on consolidation. Non-controlling interests represent the portion of profit or loss and the assets not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position. Subsequent to acquisition, non-controlling interests consist of amounts attributed to such interest at initial recognition and the non-controlling interests' share of changes in equity since the acquisition date. The Group financial statements have been prepared using uniform accounting policies across all Group entities.

Summarize the following section: Going Concern

Going Concern

The Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements. The Company's parent entity, Venus Topco Limited, has provided a letter of support confirming that it will continue to provide financial support to the Company such that it will continue to be able to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Group is forecast to generate positive future cash flows, after servicing Notes to the Financial Statements *continued* For the year ended 31 December 2022 debt and capital expenditure and the Directors are therefore confident that there will be sufficient positive cash flows to support the liquidity and solvency of the Company. The Group continues to monitor the impacts of inflation. Whilst there are nascent signs of inflation levelling off in the UK, the future direction of price rises, particularly in respect of energy, are difficult to predict due to their reliance on geopolitical and macroeconomic factors such as the ongoing war in Ukraine. Similarly, the Bank of England's responses via base rate announcements and the UK Government's interventions to calm inflation are also difficult to accurately forecast. However, in general, concerns over costs spiralling out of control have largely abated compared to the high level of volatility seen in 2022, particularly after the "mini Budget" of late September. The Group's cost base is reviewed regularly and opportunities to achieve savings, including looking at new energy providers and leveraging the Group's purchase power to lower or cap costs, continue to be actively sought. The continued support of the Company's parent, and the Group's debt providers, to fund acquisitions demonstrate their confidence in the Group to seek out opportunities for growth and value generation. In addition, the organic growth and cash generation from the existing Group businesses support the long-term prospects of the organisation and mean that the Directors are confident that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and for a period of at least 12 months from the signing of these financial statements. On this basis, the Directors continue to prepare these financial statements on a going concern basis.

Summarize the following section: Turnover

Turnover

Turnover arises from continuing operations and consists of commissions arising from the distribution of insurance policies, income for the provision of claims handling services to third parties, other ancillary services such as motor repairs and video telematics and rental income from investment properties. Direct sales commissions and other related income Direct commission is recognised in full at the inception of the policy. To the extent that there are clawback conditions included in any distribution agreements, a provision is recognised on the balance sheet when it is probable that a repayment will be required as a result of a past event. Revenue in respect of referral commission and vehicle recovery is recognised when earned or on the date that the vehicle is recovered. Mid-term adjustments are recognised as and when as additional premium or return premium is calculated. The pro-rata commission due and payable on a cancelled policy is offset by cancellation fees applied to the policy and hence both are recognised at the point of cancellation. Other income from related services Income from claims handling services is recognised in profit and loss in the period in which the right to consideration is earned from performance of the service. Revenue from non-insurance business Sale of services are recognised in the accounting period in which the services are rendered by reference to the completion of the specific transaction assessed on the basis of the actual service provided. This includes the sale of software subscriptions and hardware and installation.

Summarize the following section: Rental Income

Rental Income

Rental income is recognised in profit and loss over the period that the property has been made available to the lessee.

Summarize the following section: Investment Income

Investment Income

Investment income comprises fair value gains and losses and dividend income. Fair value gains and losses on investments represent the difference between the valuation at the balance sheet date and their valuation at the previous balance sheet date. Interim dividends are recognised when paid and final dividends are booked as a liability when they are approved by the members passing a written resolution.

Summarize the following section: Interest Income And Expense

Interest Income And Expense

Interest income and expense are recognised in profit or loss on an accruals basis.

Summarize the following section: Taxation

Taxation

Tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable. Current tax expense is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is recognised on income or expenses from subsidiaries or associates that will be assessed for tax in a future period, except where the Group is able to control the reversal of the timing difference, and it is probable that the timing difference will not reverse in the foreseeable future. Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill. For non-depreciable assets measured using the revaluation model and investment properties measured at fair value (except investment property with a limited useful life held by the Group to consume substantially all of its economic benefits), deferred tax is measured using the tax rates and allowances that apply to the sale of the asset or property. Current and deferred tax, other than the tax effects of distributions to owners, is charged or credited in profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction and is also charged or credited to other comprehensive income, or equity. The tax expense or income effects of distributions to owners are recognised in profit or loss. Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Summarize the following section: Intangible Assets Goodwill

Intangible Assets Goodwill

Business combinations are accounted for by applying the acquisition method of accounting, which adjusts the net assets of the acquired company to fair value at the date of purchase. The difference between fair value of net assets of the acquired company and the fair value of the consideration given represents goodwill. Positive goodwill arises when the fair value of the consideration given exceeds the fair value of the identifiable assets and liabilities acquired. Positive goodwill is recognised as an asset on consolidation and stated at cost less amortisation. Positive goodwill is amortised through the statement of comprehensive income on a straight line basis over its useful economic life of 10 years as, in the opinion of the Directors, this represents the period over which it is expected to give rise to economic benefits. A provision for impairment is made when necessary.

Summarize the following section: Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Intangible Assets Acquired Via A Business Combination

Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Intangible Assets Acquired Via A Business Combination

Intangible assets arising on a business combination are recognised separately from goodwill if the intangible asset is both separable and arises from legal or contractual rights. The Group has elected to recognise non-contractual customer relationships separately to goodwill. All other intangible assets that either arise from legal or contractual rights, or are separable, are presented within goodwill. Intangible assets are initially recognised at fair value at acquisition date and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets are amortised through comprehensive income on a straight-line basis over their useful lives, as follows: Software and websites 2-5 years Brand 15 years Customer relationships 5-21 years Intellectual property 5-6 years Amortisation is revised prospectively for any significant change in useful life or residual value. On disposal, the difference between the net disposal proceeds and the carrying amount of the intangible asset is recognised in profit or loss.

Summarize the following section: Affinity Relationships

Affinity Relationships

Payments of advanced commission in respect to affinity relationships are recognised as intangible assets when the Group has acquired the right to control either directly or jointly with the affinity partner key aspects of the relationship such as pricing, insurer panel selection, product design, marketing or the right to administer insurance policies or other customer contracts for a given period of time. As a result, these rights confer direct probable economic benefits to the Group. The Group initially measures the amounts paid at cost and subsequently at cost less accumulated amortisation and accumulated impairment losses where appropriate. Amortisation is recognised on a systematic basis over the periods during which the related economic benefits arise. Software development costs The Group capitalises expenditure on software development as an intangible asset when the following can be demonstrated: - the technical feasibility of the development such that the resulting asset will be available for use or sale; - the intention to complete the development and to use or sell the asset; - ability to use or sell the asset; - how the asset will generate future economic benefits; - the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset; - the ability to reliably measure the expenditure attributable to the asset during its development. All research expenditure and development expenditure that does not meet the above conditions is expensed as incurred. Capitalised development expenditure is initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight line basis over its useful life, which is between 2 and 5 years.

Summarize the following section: Other Intangible Assets

Other Intangible Assets

Intangible assets purchased other than in a business combination are only recognised when future economic benefits are probable and the cost or value of the asset can be measured reliably. The cost of internally generated brands, logos, publishing titles, customer lists and similar items are expensed as incurred.

Summarize the following section: Tangible Assets

Tangible Assets

Tangible assets include freehold properties, which are properties owned and occupied by the Group and other tangible assets such as leasehold improvements, fixtures & fittings, equipment and motor vehicles.

Summarize the following section: Freehold Properties

Freehold Properties

Freehold properties are initially recognised at cost, including directly attributable expenses incurred in making the asset capable of operating as intended. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses.

Summarize the following section: Other Tangible Assets

Other Tangible Assets

Other tangible fixed assets are initially recognised at cost, including any directly attributable acquisition expenses. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses.

Summarize the following section: Depreciation

Depreciation

Depreciation is calculated so as to recognise the initial cost of the asset, less its estimated residual value, on a straight line basis over its expected useful economic life. The principal annual rates used for this purpose are: Freehold properties 2.5% - 4% Leasehold improvements 10% - 25% Fixtures, fitting and equipment 10% - 50% Motor vehicles 20% - 25% Freehold land is not depreciated.

Summarize the following section: Impairment

Impairment

For each asset carried at cost less accumulated amortisation and impairment, an assessment is made at each reporting date to determine whether there are any indications that the asset may be impaired, or that any previously recognised impairment loss has fully or partially reversed. If such indications exist, the Group estimates the recoverable amount of the asset or, for goodwill, the recoverable amount of the cash-generating unit to which the goodwill belongs. Any shortfall between the carrying value of the asset and its recoverable amount, being the higher of fair value less costs to sell and value-in-use, is recognised as an impairment loss in profit and loss. Any previously recognised impairment loss for goodwill is not reversed should the assessment indicate a higher value. For fixed assets other than goodwill, recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in profit and loss. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset's revised carrying amount (less any residual value) over its remaining useful life. The carrying amount of the investment in associates is tested for impairment as a single asset at each reporting date. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Summarize the following section: Investment Properties

Investment Properties

Investment properties are initially recognised at cost, including directly attributable expenses incurred in making the asset capable of operating as intended. They are subsequently measured at fair value, with any gains recognised in the revaluation reserve in equity, unless they reverse losses previously recognised in the profit and loss. To the extent that any losses reverse any previously recognised gains in the revaluation reserve, they are offset in equity, otherwise they are recognised in profit and loss. Full valuations are made by independent, professionally qualified valuers at least every three years. The valuations are reviewed by the Directors in the intervening years to ensure properties are carried at their current fair value.

Summarize the following section: Financial Instruments

Financial Instruments

The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102, in full, to all of its financial instruments. Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Summarize the following section: Other Investments

Other Investments

The Group's investments comprise of financial assets such as equity investments and loans secured by mortgages. With the exception of investments in associates and subsidiaries (see below), equity investments are Notes to the Financial Statements *continued* For the year ended 31 December 2022 recognised initially at fair value, being the purchase consideration excluding any transaction costs, and are subsequently measured at fair value through profit and loss. Loans secured by mortgages are measured at amortised cost. Financial assets recognised at fair value through profit and loss are allocated into the following categories according to the inputs into the method applied to determine the fair value: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted price is usually the bid price. Level 2: when quoted prices are unavailable the instrument is valued using inputs that are observable either directly or indirectly including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs that are observable such as interest rates and yield curves observable at commonly quoted intervals, implied volatility or credit spreads and market-corroborated inputs. Level 3: when observable inputs are available, unobservable inputs are used to measure fair value by use of valuation techniques. The objective of using the valuation technique is to estimate what the fair value would have been on the measurement date.

Summarize the following section: Investments In Associates

Investments In Associates

Undertakings in which the Group has significant influence (i.e. the power to participate in the financial and operating policy decisions but not control or joint control over those policies) are classified as associates. The Group recognises its share of the entity's results in profit and loss and its equity in the statement of financial position. All transactions with the associate are eliminated to the extent of the Group's interest, except where unrealised losses provide evidence of an impairment. Where necessary, adjustments are made to bring the accounting policies of the associate into line with those used by the Group. Dividends received from the associate reduce the carrying amount of the investment. Investment in subsidiary undertakings Investments in subsidiary undertakings are recorded in the Company's statement of financial position at cost less accumulated impairment. An impairment review of the investment in Group undertakings is performed when events or changes in circumstances indicate that the carrying value may not be recoverable.

Summarize the following section: Trade And Other Debtors

Trade And Other Debtors

Trade and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument, and subsequently measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash flows (excluding credit losses) over the expected life of the instrument back to the fair value on initial recognition. When there is objective evidence that the amounts due will not be collected according to the original terms of the contract, impairment losses are recognised in profit and loss to the extent that the carrying value of the asset exceeds the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit and loss.

Summarize the following section: Financial Liabilities - Trade And Other Creditors, Borrowings And Accruals

Financial Liabilities - Trade And Other Creditors, Borrowings And Accruals

Financial liabilities that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled. Where the arrangement with a creditor constitutes a financing transaction, the creditor is initially measured at the present value of future payments discounted at a market rate of interest for a similar instrument and subsequently measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash flows over the expected life of the instrument back to the fair value on initial recognition. Derecognition of financial assets and liabilities A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some (but not substantially all) 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. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires. Insurance broking assets and liabilities Financial assets and liabilities are offset, and the net amount reported in the statement of financial position, only where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. The Group acts as an agent in broking the insurable risks of its clients and, whilst it is generally not directly liable for premiums due to underwriters or for claims payable to clients, these assets and liabilities are recognised gross in the statement of financial position in line with generally accepted accounting practices.

Summarize the following section: Stocks

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is determined using the standard costing method. All items in stocks are bought from third parties as finished goods. Standard cost is based on the catalogue price of the preferred supplier. Work in progress incorporates labour, parts, materials and a proportion of overheads for incomplete and outstanding works.

Summarize the following section: Provisions

Provisions

Provisions are recognised when, at the reporting date, as a result of a past event, the Group has an obligation that can be reliably estimated and it is probable that a transfer of economic benefits will be required to settle that obligation. Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised within interest expense.

Summarize the following section: Foreign Currencies

Foreign Currencies

Functional and presentation currency Items included in these financial statements are measured and presented using British pounds ("£"), the currency of the primary economic environment in which the Group operates ("the functional currency"), which is also the Company's presentation currency. When an overseas subsidiary has a functional currency other than British pounds, exchange gains or losses on translation of balances into the presentation currency for the purposes of consolidation are recognised in other comprehensive income, with the cumulative gain or loss being recognised in a separate foreign currency translation reserve in equity.

Summarize the following section: Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Transactions And Balances

Notes To The Financial Statements Continued For The Year Ended 31 December 2022 Transactions And Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit and loss.

Summarize the following section: Operating Lease Agreements

Operating Lease Agreements

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed. Provisions are made against operating leases where the unavoidable costs of meeting the contractual lease obligations exceed the economic benefits expected to be received.

Summarize the following section: Finance Lease And Hire Purchase Contracts

Finance Lease And Hire Purchase Contracts

The amount capitalised is the fair value of the leased asset or if lower, the present value of the minimum lease payments payable during the lease term, both determined at inception of the lease. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit and loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Summarize the following section: Pension Costs

Pension Costs

The Group operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the Group. The annual contributions payable are charged to profit and loss.

Summarize the following section: Capital And Reserves

Capital And Reserves

Called-up share capital represents the nominal value of the shares that have been issued. Share premium is the difference between the fair value of any other consideration given and the nominal value of the shares issued in exchange. The foreign currency translation reserve represents exchange gains or losses on translation of balances of overseas subsidiaries into the Group presentation currency for the purposes of consolidation.

Summarize the following section: 3. Judgements And Key Sources Of Estimation Uncertainty

3. Judgements And Key Sources Of Estimation Uncertainty

The preparation of the financial statements requires the application of judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following are the Group's judgements and key sources of estimation uncertainty:

Summarize the following section: Recognition Of Intangible Assets

Recognition Of Intangible Assets

Judgement is exercised in recognition of intangible assets, including the capitalisation of software development costs, through assessment of the probability of expected future economic benefits accruing to the Group using reasonable and supportable assumptions that represent the Group's best estimate of the economic conditions that will exist over the useful life of the asset.

Summarize the following section: Assessing Recoverability Of Investments In Group Undertakings (Parent Company)

Assessing Recoverability Of Investments In Group Undertakings (Parent Company)

Investments in subsidiary undertakings are recorded in the Company's statement of financial position at cost less impairment. The Company performs an impairment assessment on its investment in group undertakings whenever events or changes in circumstances indicate that the carrying value may not be recoverable. This requires the Company to make an estimate of the expected future cash flows and of a discount rate in order to calculate the present value of those cash flows. The details of investments in group undertakings are disclosed in Note 13. Deferral of claims handling commission income Commission received and receivable relating to claims handling is deferred and recognised in the profit and loss account in the period in which the performance of the service is performed in accordance with the accounting policy. Historic claims frequency is used to forecast the expected time from policy inception to receipt of a claim, and to final settlement, to determine the amount of commission income to defer.

Summarize the following section: Taxation

Taxation

Estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Further details are contained in *Note 8*. Further, current tax liabilities are measured at the amount of tax management expects the Group to pay. Assessing whether income is taxable and whether expenses are allowable for tax involves judgement, particularly where the tax position depends on tax case law. Where appropriate, management obtains views on tax legislation and case law from tax experts and/or from Legal Counsel in forming an opinion on these areas of judgement.

Summarize the following section: Goodwill And Intangible Assets

Goodwill And Intangible Assets

The Group establishes a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar business. Recoverability of trade and related party debtors An estimate is applied to assess the recoverability of trade and related party debtors. Factors such as the age of the debt and historic payment experience are used in making this estimation. | | Year ended | Period ended | | |----------------------------------------------------------------------------------|--------------|----------------|--------------| | | 31 December | 31 December | | | | 2022 | 2021 | | | | £000 | £000 | | | Direct sales commissions and other related income | 205,925 | 118,624 | | | Other income from related services | 102,017 | 10,297 | | | Revenue from non-insurance business | 106,747 | 39,738 | | | Rental income | 97 | 410 | | | | 414,786 | 169,069 | | | Turnover arises from the following geographical locations: United Kingdom | 413,507 | 168,722 | | | USA | 1,279 | 347 | | | | 414,786 | 169,069 | | | 5. Administrative expenses | | Year ended | Period ended | | | 31 December | 31 December | | | | 2022 | 2021 | | | Administrative expenses are stated after charging: | Note | £000 | £000 | | Operating lease expenses | 25 | 9,191 | 3,975 | | Amortisation of intangible assets | 9 | 30,473 | 10,255 | | Amortisation of goodwill | 9 | 46,065 | 13,953 | | Depreciation of tangible assets | 10 | 7,856 | 2,448 | | Loss on disposal of fixed assets | 44 | - | | | Profit on disposal of subsidiary | 14 | (4,686) | - | | | | Year ended | Period ended | | | 31 December | 31 December | | | | 2022 | 2021 | | | Auditor's remuneration | | £000 | £000 | | Audit of the consolidated and individual financial | 2,332 | 2,500 | | | statements of Group entities Non audit services Audit-related assurance services | 30 | 30 | | | Taxation and other advisory services | 622 | 934 | | | Total non-audit services | 652 | 964 | | | Total auditor's remuneration | 2,984 | 3,464 | | | The aggregate payroll costs incurred during the year were: | Year ended | Period ended | |--------------------------------------------------------------|--------------|----------------| | 31 December | 31 December | | | 2022 | 2021 | | | £000 | £000 | | | Wages and salaries | 148,544 | 54,611 | | Social security costs | 14,678 | 5,142 | | Other pension costs | 7,066 | 1,853 | | | 170,288 | 61,606 | | | Year ended | Period ended | |--------------------------------------------------------------------|--------------|----------------| | | 31 December | 31 December | | | 2022 | 2021 | | The average number of persons employed by the Group | No. | No. | | during the period was: Management and administration | 2,748 | 2,607 | | Operations | 2,237 | 923 | | | 4,985 | 3,530 | | Directors' remuneration | Year ended | Period ended | | | 31 December | 31 December | | | 2022 | 2021 | | The aggregate Executive Directors' remuneration for the period is: | £000 | £000 | | Remuneration | 5,368 | 1,890 | | Company contributions to defined contribution pension plans | 4 | 3 | | | 5,372 | 1,893 | | Highest paid Director: Aggregate remuneration | 2,102 | 818 | | Payments to defined contribution pension plans | 2 | 1 | In addition to the above, £13,769k (2021: £1,229k) of staff costs have been capitalised as part of additions to software development costs in intangible assets. All Executive Directors accrue benefits under the Group's defined contribution pension plans. The Non-Executive Directors are not employed by the Group, however, in addition to the Executive Directors' remuneration above, total fees of £225k (2021: £77k) were paid to the Non-Executive Directors in the period.

Summarize the following section: Defined Contribution Plans

Defined Contribution Plans

The Group operates a defined contribution pension scheme for all qualifying employees in the United Kingdom. The assets of the scheme are held separately from those of the Group in an independently administered fund. The contributions payable by the Group and charged to profit and loss in the year amounted to £7,066k (2021: £1,853k). Contributions totalling £1,119k (2021: £342k) were payable to the fund at the year end and are included in creditors. | 7. Interest expense | Year ended | Period ended | |-------------------------------------------------------------------------------------|--------------|----------------| | | 31 December | 31 December | | | 2022 | 2021 | | | £000 | £000 | | Interest incurred Interest incurred on current and non-current borrowings (Note 19) | 37,555 | 6,710 | | Other interest expense Amortisation of debt arrangement fees | 1,542 | 262 | | | 39,097 | 6,972 | | | Year ended | Period ended | |---------------------------|--------------|----------------| | 31 December | 31 December | | | 2022 | 2021 | | | £000 | £000 | | | Interest on bank balances | 3,188 | 2,139 |

Summarize the following section: 8. Taxation

8. Taxation

| 8. Taxation | Year ended | Period ended | |-------------------------------------------------------------|--------------|----------------| | 31 December | 31 December | | | | 2022 | 2021 | | Current tax | £000 | £000 | | Corporation tax (credit)/charge for the period | (1,664) | 2,594 | | Adjustment in respect of previous years | (788) | - | | Current tax (credit)/expense | (2,452) | 2,594 | | Deferred tax Origination and reversal of timing differences | (4,152) | 3,735 | | Adjustments in respect to prior year | (1,185) | - | | Effect of tax rate change on opening balance | (247) | - | | Deferred tax expense | (5,584) | 3,735 | | Tax (credit)/expense for the period | (8,036) | 6,329 | | Tax reconciliation Loss before tax | (96,447) | (4,187) | | Loss on ordinary activities multiplied by the standard rate | (18,325) | (796) | | of UK tax at 19% Effects of: Fixed asset differences | 1,504 | 34 | | Expenses not-deductible for tax purposes | 11,489 | 3,328 | | Transfer pricing adjustments | 247 | 43 | | Difference in tax rates | (992) | 1 | | Deferred tax not recognised | 2,212 | 2,890 | | Other permanent differences | (104) | - | | Chargeable losses | (783) | - | | Adjustments to tax charge for prior period | (2,121) | - | | Remeasurement of deferred tax for change in tax rates | (976) | - | | Other timing differences | (187) | 829 | | Tax expense for the period | (8,036) | 6,329 | At the reporting date the main UK rate of Corporation Tax for the period was 19%. The *Finance Bill 2021*, which was substantively enacted on 24 May 2021, included the announcement that the corporation tax rate for years starting from April 2023 would increase to 25% on profits over £250,000. Deferred tax balances on the statement of financial position have been measured at the substantively enacted rate at the date they are expected realise.

Summarize the following section: 9. Intangible Assets

9. Intangible Assets

| | Customer | Intellectual | | Affinity | | | | |--------------------------------------------|---------------|------------------|---------|------------|---------------|-------------------|----------| | Software | relationships | Brand | | property | relationships | Goodwill | Total | | Cost | £000 | £000 | £000 | £000 | £000 | £000 | £000 | | At 1 January 2022 | 5,491 | 106,397 | 15,347 | 28,467 | - | 231,174 | 386,876 | | Acquired during the year | - | 135,400 | 5,200 | - | - | 292,828 | 433,428 | | Capitalised during the year | 33,182 | - | - | - | 1,480 | - | 34,662 | | Disposals during the year | (8,069) | - | - | - | - | - | (8,069) | | At 31 December 2022 | 30,604 | 241,797 | 20,547 | 28,467 | 1,480 | 524,002 846,897 | | | Accumulated amortisation At 1 January 2022 | (2,135) | (5,302) | (509) | (2,309) | - | (13,953) | (24,208) | | Amortisation during the year | (5,117) | (20,108) | (1,340) | (3,716) | (192) | (46,065) | (76,538) | | Disposals during the year | 5,436 | - | - | - | - | - | 5,436 | | At 31 December 2022 | (1,816) | (25,410) (1,849) | | (6,025) | (192) | (60,018) (95,310) | | | Net book value At 31 December 2021 | 3,356 | 101,095 | 14,838 | 26,158 | - | 217,221 | 362,668 | | At 31 December 2022 | 28,788 | 216,387 | 18,698 | 22,442 | 1,288 | 463,984 751,587 | | The amortisation charge for the period is recognised within administrative expenses. See *Note 14* for details of the business combination in the period. The Company had no intangible assets at 31 December 2022.

Summarize the following section: 10. Tangible Assets

10. Tangible Assets

| Group | | Fixtures, | | | | |--------------------------------------------|--------------|-------------|----------|-------|---------| | Freehold | Leasehold | fittings & | Motor | | | | properties | improvements | equipment | vehicles | Total | | | Cost | £000 | £000 | £000 | £000 | £000 | | At 1 January 2022 | 12,053 | 2,169 | 7,179 | 2,303 | 23,704 | | Acquired on business combination | 2,944 | - | 9,409 | 29 | 12,382 | | Additions during the year | 9,535 | 647 | 4,861 | 1,905 | 16,948 | | Disposals for the year | (102) | (195) | (103) | (315) | (715) | | At 31 December 2022 | 24,430 | 2,621 | 21,346 | 3,922 | 52,319 | | Accumulated Depreciation At 1 January 2022 | (210) | (163) | (798) | (314) | (1,485) | | Charge during the year | (712) | (488) | (5,902) | (754) | (7,856) | | Disposals for the year | 99 | 80 | 75 | 267 | 521 | | At 31 December 2022 | (823) | (571) | (6,625) | (801) | (8,820) | | Net book value At 31 December 2021 | 11,843 | 2,006 | 6,381 | 1,989 | 22,219 | | At 31 December 2022 | 23,607 | 2,050 | 14,721 | 3,121 | 43,499 | The depreciation charge for the period is recognised within administrative expenses. See *Note 14* for details of the period. The Company had no tangible assets at 31 December 2022. Freehold properties are subject to charges to secure borrowings. Included within carrying value of tangible assets are motor vehicles held under finance leases or hire purchase agreements of £1,454k (2021: £921k) attracting depreciation of £292k (2021: £293k) in the period.

Summarize the following section: 11. Investment Properties

11. Investment Properties

| Group | £000 | |---------------------------------|--------| | Fair value at 1 January 2022 | 9,339 | | Additions in the year | 1,160 | | Fair value losses in the period | (605) | | Fair value at 31 December 2022 | 9,894 | Investment property comprises freehold office and residential buildings. Investment properties are subject to charges to secure borrowings. The fair value of the Group's investment property at 31 December 2022 has been arrived at on the basis of a valuation carried out at that date by the Group by utilising a formal valuation prepared by an independent and professionally qualified chartered surveyor, Avison Young (UK) Limited. The valuation advice has considered the market comparable for similar properties during the period and the tenure and tenancy position at that date. | Group | £000 | |--------------------------------|---------| | Fair value at 1 January 2022 | 14,901 | | Share of loss of associates | (5,985) | | Fair value at 31 December 2022 | 8,916 |

Summarize the following section: 12. Investment In Associate

12. Investment In Associate

The Group holds 9.5% of the nominal value of the ordinary shares of Soteria Finance Holdings Limited (SFHL). SFHL is accounted for as an associate as the Group is in a position to exercise significant influence. SFHL is registered in England and its registered office is 40 Berkley Square, London, W1J 5AL. The business of SFHL is to underwrite insurance, predominantly in personal lines (motor and home). At 31 December 2022, the equity of SFHL was £93,900k and its loss for the period was £63,000k. The Company had no associates during the period.

Summarize the following section: 13. Other Investments

13. Other Investments

| | | Loan secured | | | |-------------------------------------|----------|----------------|-------------|----------| | | | Equity | by mortgage | Total | | Group | | £000 | £000 | £000 | | At 1 January 2022 | 169,782 | 2,078 | 171,860 | | | Additions | | 13,872 | - | 13,872 | | Interest income | | - | 191 | 191 | | Investment income - fair value loss | (5,081) | - | (5,081) | | | Disposals | (29,490) | - | (29,490) | | | Interest paid | | - | (191) | (191) | | At 31 December 2022 | 149,083 | 2,078 | 151,161 | | | Level 1 | Level 2 | Level 3 | Total | | | Assets held at fair value - equity | £000 | £000 | £000 | £000 | | At 1 January 2022 | - | 169,782 | - | 169,782 | | Additions | - | 13,872 | - | 13,872 | | Investment income - fair value loss | - | (5,081) | - | (5,081) | | Disposals | - | (29,490) | - | (29,490) | | Transfer between fair value level | - | (14,307) | 14,307 | - | | At 31 December 2022 | - | 134,776 | 14,307 | 149,083 | At 31 December 2021 the Group held an investment in a unitised investment fund, the Expert Investor V ICAV - Twin Focus Global Asset Fund, which was classified as level 2. On 30 November 2022 the units in this fund were cancelled and the underlying assets held transferred to the Group as directly held investments. The calculation of the fair value for one of the large holdings transferred out of this fund is based on discounted cash flow forecasts, with no direct market observable inputs, and as such, this asset was transferred out of level 2 and into level 3 of the fair value hierarchy.

Summarize the following section: 13. Other Investments Continued

13. Other Investments Continued

The Group's subsidiary undertakings as at 31 December 2022 were as follows: | Country of | 2022 | 2021 | | | |------------------------------------------------|----------------|-----------------------------------|------|------| | Company name | incorporation | Nature of Business | % | % | | Direct holding Markerstudy Group Limited | United Kingdom | Holding company | 100% | 100% | | Indirect holdings ACM ULR Limited | United Kingdom | Claims management | 100% | - | | Affinity Insurance Solutions Limited | United Kingdom | Insurance broker | 100% | 100% | | Auto Windscreens Services Limited | United Kingdom | Repairer and claims handler | 100% | 100% | | Belgrave Street Holdings Limited1 | Gibraltar | Property holding | 100% | 100% | | BFSL Limited | United Kingdom | Credit finance | 100% | - | | BISL Limited | United Kingdom | Insurance broker | 100% | - | | Brightside Group Limited | United Kingdom | Holding company | 100% | 100% | | Brightside Insurance Services Limited | United Kingdom | Insurance broker | 100% | 100% | | Britannia House Holdings Limited1 | Gibraltar | Property holding | 100% | 100% | | Gingermonkeys Creative UK Limited2 | United Kingdom | Graphic designer | 100% | 100% | | Green Garth Priory Limited1 | Gibraltar | Property holding | 100% | 100% | | Grosvenor House Holdings Limited1 | Gibraltar | Property holding | 100% | 100% | | Grosvenor Walk Limited1 | Gibraltar | Property holding | 100% | 100% | | Group Direct Marketing Limited2 | United Kingdom | Non trading | 100% | 100% | | Injury QED Limited2 | United Kingdom | Non trading | 100% | 100% | | Insurance Factory Limited | United Kingdom | Insurance broker | 100% | 100% | | INTAA Limited2 | United Kingdom | Non trading | 76% | 76% | | Longford House (Holdings) Limited2 | United Kingdom | Property holding | 100% | 100% | | Markerstudy (Affinity) Holdings Limited | United Kingdom | Holding company | 100% | 100% | | Markerstudy (International) Limited1 | Gibraltar | Investment company | 100% | 100% | | Markerstudy (Investments) Limited2 | United Kingdom | Investment company | 100% | 100% | | Markerstudy Direct Limited | United Kingdom | Insurance broker | 100% | 100% | | Markerstudy Group Investments Limited | United Kingdom | Investment company | 100% | 100% | | Markerstudy Holdings (UK) Limited2 | United Kingdom | Holding company | 100% | 100% | | Markerstudy Holdings Limited | Gibraltar | Holding company | 99% | 99% | | Markerstudy Insurance Services Limited | United Kingdom | Insurance managing general agent | 100% | 100% | | Markerstudy Limited | United Kingdom | Financing company | 100% | 100% | | Markerstudy Property Holdings (No.1) Limited2 | United Kingdom | Property holding | 100% | 100% | | Markerstudy Property Holdings Limited2 | United Kingdom | Holding company | 100% | 100% | | MMT Centre Investments Limited2 | United Kingdom | Property holding | 100% | 100% | | Country of | 2022 | 2021 | | | |----------------------------------------|----------------|----------------------|------|------| | Company name | incorporation | Nature of Business | % | % | | MSG Office Holdings Limited2 | United Kingdom | Property holding | 100% | 100% | | Vision Vehicle Solutions Limited | United Kingdom | Vehicle hire | 100% | 100% | | VisionTrack, Inc. | United States | Motor camera sellers | 90% | 90% | | VisionTrack Limited | United Kingdom | Motor camera sellers | 90% | 90% | | Zenith Freeholds (Whitstable) Limited2 | United Kingdom | Property holding | 100% | 100% | | Zenith IP Limited1 | Gibraltar | Dormant | 100% | 100% | 1. these companies have claimed the small company audit exemption available under the Gibraltar *Companies Act 2014*. 2. these companies have claimed the small company audit exemption available under s479A of the UK *Companies Act 2006*. The registered office for all United Kingdom registered subsidiary undertakings is Markerstudy House, 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB, with the exception of ACM ULR Limited, BFSL Limited and BISL Limited whose registered address is Fusion House. Katharine Way, Bretton, Peterborough, PE3 8BG. The registered office of the Gibraltar subsidiaries is of 57/63 Line Wall Road, GX11 1AA. The United States entity is registered at 251 Little Falls Drive, Wilmington, Delaware 19808.

Summarize the following section: Other Controlled Entity

Other Controlled Entity

In addition to the subsidiaries disclosed above, BGL Receivable Financing (1) Limited is deemed to be controlled as, whilst the Group does not have a controlling shareholding, it has the right to the variable returns from its involvement in the entity. The Group's interest in this entity is, in substance, no different than if it were a wholly owned subsidiary and, as such, is consolidated into the Group. This entity came into the Group along with the entities acquired as disclosed in *Note 14*. Company Investment in subsidiary **£000** Cost at 1 January 2022 and 31 December 2022 **218,195** Indicators of impairment of the Company's investment in Markerstudy Group Limited were identified, however no impairments were recognised as the investments value is deemed to be recoverable.

Summarize the following section: 14. Acquisition And Disposal

14. Acquisition And Disposal

On 29 April 2022 Markerstudy Group Limited ("MGL") acquired 100% of the share capital of BISL Limited and its subsidiaries BFSL Limited, ACM ULR Limited and BGL Direct Life Limited, together referred to as BGL Insurance ("BGLi"). The book and fair value of the acquired assets and liabilities of BGLi, and the associated goodwill, are as follows: | goodwill, are as follows: | Fair value | Fair value on | | |-------------------------------|--------------|-----------------|-----------| | Book value | adjustments | acquisition | | | Intangible assets | £000 | £000 | £000 | | Customer relationships | 8,292 | 127,108 | 135,400 | | Software | 28,549 | (28,549) | - | | Brands | - | 5,200 | 5,200 | | Tangible assets | 12,382 | - | 12,382 | | Deferred Tax | 6,325 | - | 6,325 | | Cash and cash equivalents | 25,072 | - | 25,072 | | Debtors | 318,464 | - | 318,464 | | Other debtors | 54,961 | - | 54,961 | | Intercompany receivable | 150,000 | - | 150,000 | | Creditors due within one year | (395,048) | - | (395,048) | | Borrowings | (150,000) | - | (150,000) | | Provisions for liabilities | (1,502) | (25,464) | (26,966) | | Net assets | 57,495 | 78,295 | 135,790 | | Consideration - cash | | 419,149 | | | Consideration - deal costs | | 9,470 | | | Total consideration paid | | 428,619 | | | Goodwill on acquisition | | 292,829 | | The revenues and profits attributable to the acquisition for the period amounted to £130,917k and £15,192k. During the period of ownership, an additional £7.0 million of equity was invested into BGL Direct Life Limited, resulting in net assets on its disposal on 30 November 2022 of £5.2 million. The entity was sold for consideration of £9.9 million, fulfilled in cash, resulting in a profit on disposal of £4.7 million. BGL Direct Life Limited generated a loss after tax of £2,207k during the period it was a member of the Group. | 15. Stocks Group | 2022 | 2021 | |-------------------------------------|--------|--------| | | £000 | £000 | | Finished goods and goods for resale | 6,344 | 6,629 |

Summarize the following section: 15. Stocks

15. Stocks

The Company held no stock at either 31 December 2021 or 31 December 2022. | 16. Debtors Group | 2022 | 2021 | |-----------------------------------|---------|---------| | Debtors due in more than one year | £000 | £000 | | Amount due from related party | 121,516 | 115,754 | | Other debtors | 417 | - | | | 121,933 | 115,754 | | | 2022 | 2021 | | Debtors due within one year | £000 | £000 | | Trade debtors | 488,820 | 134,669 | | Amount due from related party | - | 5,225 | | Corporation tax | 1,519 | - | | Other debtors | 17,748 | 20,044 | | Prepayments and accrued income | 34,042 | 23,585 | | | 542,129 | 183,523 | On 13 July 2021 amounts totalling £119,574k due from related parties were formalised into a single interest-bearing loan. From this date an interest rate of 6% per annum was applied to Tranche A, B and C totalling £50,000k with the remaining Tranches D and E, totalling £69,574k non-interest bearing. The original agreement has been amended to defer payment of the remainder of Tranche A, and Tranches B, C and D, plus accrued interest, to 31 December 2024, with Tranche E, plus accrued interest, due on maturity in 2027. The full balance of £120,017k (2021: £120,979k) is therefore deemed non-current. The terms of the agreement state that, under certain conditions, including a sale or listing of Venus Topco Limited ("an exit event"), the full balance of the loan would be deducted from the proceeds payable to the related parties. As such, the loan could be settled before the due dates should such an exit event occur. The Group has sufficient collateral to secure the repayment of the amount due. Trade debtors are stated net of impairment of £19,144k (2021: £24,647k) and are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on written demand. The Company balance is an intercompany receivable of £129,997k and £13k prepayment (2021: £14,406k intercompany receivable).

Summarize the following section: 17. Creditors Due Within One Year

17. Creditors Due Within One Year

| 2022 | | 2021 | |--------------------------------------------------------------|---------|---------| | Group | £000 | £000 | | Trade creditors | 49,917 | 51,518 | | Amounts owed to group undertakings | 95,891 | - | | Broker balances | 629,011 | 243,070 | | Accruals and deferred income | 101,029 | 52,626 | | Other taxes and social security costs | 16,083 | 24,674 | | Deferred consideration (see Note 18) | 10,207 | 10,000 | | Corporation tax | - | 7,889 | | Accrued interest | 7,293 | 1,542 | | Obligations under finance leases and hire purchase contracts | 422 | 543 | | Other creditors | 46,103 | 51,062 | | 955,956 | | 442,924 | The amounts owed to trade, group undertakings, broker, and other creditors are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on written demand by the counterparty. The carrying value of creditors approximates their fair value. The deferred consideration amount of £10,207k (2021: £10,000k) relates to the Group's acquisition of Affinity Insurance Solutions Limited. The Company balance £130,077k (2021: £14,406k) is an intercompany payable. The terms of the balance are the same as the Group amounts disclosed above.

Summarize the following section: 18. Creditors Due In More Than One Year

18. Creditors Due In More Than One Year

| | 2022 | 2021 | |--------------------------------------------------------------|--------|--------| | Group | £000 | £000 | | Unearned commission | 81,283 | 64,992 | | Deferred consideration | 5,000 | 15,376 | | Obligations under finance leases and hire purchase contracts | 848 | 148 | | | 87,131 | 80,516 | | | 2022 | 2021 | |-----------------------------------------------------------------------|--------|--------| | Future lease payments under finance lease and hire purchase contracts | £000 | £000 | | Within one year (Note 17) | 422 | 543 | | Within two to five years | 848 | 176 | | Less: future finance charges | (142) | (28) | | Net due in more than one year | 706 | 148 | | Total obligations under finance leases and hire purchase contracts | 1,128 | 691 | The deferred consideration amount of £5,000k (2021: £15,376k) relates to the Group's acquisition of Affinity Insurance Solutions Limited. This is the element expected to be paid after more than one year.

Summarize the following section: 19. Borrowings

19. Borrowings

| 19. Borrowings Group | 2022 | 2021 | |----------------------------------|---------|---------| | Current | £000 | £000 | | Rolling credit facility | 30,000 | 5,000 | | | 30,000 | 5,000 | | Non-current | | | | Unitranche senior debt | 257,094 | 89,721 | | Securitisation facility | 203,000 | - | | Loans secured on Group companies | 47,327 | 46,780 | | BISL Limited loan | - | 25,823 | | Other loans | 17,598 | 11,464 | | | 525,019 | 173,788 |