Solipse/MSG1 huggingface dataset:
Loans Secured On Group Companies

The £47,327k (2021: £46,780k) is secured via a fixed and floating charge over the assets of two Group companies, Markerstudy (Affinity) Holdings Limited and its wholly owned subsidiary Affinity Insurance Solutions Limited. Interest is charged on this loan at a margin of 9.5% above SONIA.
Bisl Limited Loan

The BISL Limited loan is repayable over 10 years but is not interest bearing. Both the repayment of the balance and the borrowing cost is payable based on performance against the underlying agreement. The balance is held at fair value through the profit and loss. Following the acquisition of BGLi, the BISL limited loan is now intercompany and shown as £Nil in the borrowings note. MDL is being wound down and the trade and assets transferred to BISL Limited. The loan will be settled as part of this transaction.
Other Loans

The remainder are other miscellaneous loans across the Group with interest rates between 6.1% and bank of England base rate + 2.75%, £1.5m has a maturity date of 2025 with the remainder having no fixed repayment date. The Company had no borrowings at 31 December 2022.
20. Provisions

|                                        | Deferred   | Other      |         |         |
|----------------------------------------|------------|------------|---------|---------|
| Dilapidations                          | taxation   | provisions | Total   |         |
| £000                                   | £000       | £000       | £000    |         |
| At 1 January 2022                      | 1,237      | 24,769     | 1,507   | 27,513  |
| Acquired through business combinations | 436        | 19,138     | 1,066   | 20,640  |
| Additions during the year              | 341        | -          | -       | 341     |
| Provision utilised in the year         | (253)      | (5,580)    | (2,041) | (7,874) |
| At 31 December 2022                    | 1,761      | 38,327     | 532     | 40,620  |

|                                                         | Opening   | Movement   | Closing   |
|---------------------------------------------------------|-----------|------------|-----------|
| Deferred tax assets                                     | £000      | £000       | £000      |
| Losses and other deductions                             | 4,968     | 3,425      | 8,393     |
| Fixed asset timing differences                          | 1,108     | (1,108)    | -         |
| Short term and other timing differences                 | 612       | 7,666      | 8,278     |
|                                                         | 6,688     | 9,983      | 16,671    |
| Deferred tax liabilities Valuation of other intangibles | (31,225)  | (23,157)   | (54,382)  |
| Fixed asset timing differences                          | -         | (598)      | (598)     |
| Other timing differences                                | (232)     | 214        | (18)      |
|                                                         | (31,457)  | (23,541)   | (54,998)  |
| Net deferred tax liability                              | (24,769)  | (13,558)   | (38,327)  |

The dilapidations provision is held in respect for properties leased by the Group. These are the expected liabilities to return the sites to conditions set in the lease agreements, payable at the exit date from the site. Other includes onerous contracts provision on future operating lease payments and amounts to cover potential clawback commissions. Deferred tax primarily relates to timing differences on intangible assets other than goodwill and reverses proportionately in line with the amortisation profile of the asset and the expected corporation tax rates. A breakdown of deferred tax assets and liabilities is as follows: The Group has £9,867k (2021: £8,221k) of deferred tax assets in respect of carried forward revenue and capital losses that have not been recognised due to uncertainty or potential restrictions on their use.
22. Share Capital And Reserves

| Share capital - Group and Company Called up and fully paid:   | Number   | £    |
|---------------------------------------------------------------|----------|------|
| Ordinary shares of nominal value of £0.01 each                | 7        | 0.07 |

The Company has issued ordinary shares of which (a) all rights are equal; (b) there are no specific clauses on rights attached to the ordinary shares within the memorandum and articles; and (c) any dividends declared and or paid will be decided and voted for by the Board of Directors.

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* arises on the translation of the net investment in overseas subsidiaries from their functional currency to the Group's presentation currency.

| At 1                                    | Non-      | Acquisition   |           | At 31     |           |
|-----------------------------------------|-----------|---------------|-----------|-----------|-----------|
| Group                                   | January   | cash          | of        | Cash      | December  |
| 2022                                    | changes   | subsidiaries  | flows     | 2022      |           |
| Reconciliation of net debt              | £000      | £000          | £000      | £000      | £000      |
| Cash at bank and in hand                | 49,766    | -             | 25,072    | 46,839    | 121,677   |
| Borrowings (including accrued interest) | (180,330) | (2,549)       | (150,000) | (229,433) | (562,312) |
| Deferred consideration                  | (25,376)  | -             | -         | 10,169    | (15,207)  |
| Obligations under finance leases        | (691)     | (1,465)       | -         | 886       | (1,270)   |
| Net Debt                                | (156,631) | (4,014)       | (124,928) | (171,539) | (457,112) |
23. Notes To The Cash Flow Statement

Included in cash and cash equivalents are amounts of £29,969k (2021: £25,651k) which are ring-fenced and not readily available to the Group until amounts due to the debt providers totalling £47,288k (2021: £46,780k) are repaid in full. Further details of this loan can be found in *Note 17*. There is a further £750k of cash ring fenced in relation a supplier contract in ACM ULR Limited. There is also £20,638k (2021: £14,724k) of insurer money in respect of premiums, claims and commissions in the process of being allocated to client accounts. The remaining cash is freely available for working capital.
24. Related Party Transactions

During the year the Group entered into transactions, in the ordinary course of business, with related parties representing entities controlled by Executive Directors of the Company not part of the Group. Entities controlled by Directors of the Company

| 2022     | 2021    |          |
|----------|---------|----------|
| £000     | £000    |          |
| Income   | 3,575   | 16,280   |
| Expenses | (6,161) | (635)    |
| Debtor   | 147,317 | 125,774  |
| Creditor | (1,138) | (10,773) |

On 13 July 2021 amounts owed from a related party were formalised into a loan with an interest rate of 6% applied to a £50,000k. tranche, with the remaining £69,574k non-interest bearing. The loan is repayable in instalments and matures on 13 July 2027. There is £115,754k (2021: £119,574k) principal outstanding and £4,263k (2021: £1,405k) of interest was accrued on the loan at 31 December 2022. Further detail is included in *Note 16*. Key management personnel are considered to be the Directors of MGHL and so their remuneration is included in *Note 5*. Remuneration of key management personnel included employers' NI of £1,029k (2021: £261k).
25. Operating Leases

| expiring as follows:     | 2022   | 2021   |
|--------------------------|--------|--------|
| £000                     | £000   |        |
| Within one year          | 9,081  | 5,496  |
| Within two to five years | 20,746 | 9,697  |
| After five years         | 3,848  | 1,917  |
| 33,675                   | 17,110 |        |

Future rental commitments under operating leases At 31 December 2022, the Group had annual commitments under non-cancellable operating leases, expiring as follows:

2022 **2021** £000 **£000**

Within one year 9,081 5,496

The lease payments recognised as an expense in the period amounted to £9,191k (*Note 5*) (2021: £3,975k). The Company has no obligations under operating leases.
26. Ultimate Controlling Party

The Company is a wholly owned subsidiary of Venus Topco Limited ("VTL"), a company registered in Guernsey (registration No. 68521). The smallest and largest group to include the results of the Company in its consolidation is that headed by VTL. VTL's ultimate controlling parties are PSC IV LP (registered in Guernsey), PSC IV (B) LP (registered in Guernsey) and PSC IV (C) SCSp (registered in Luxembourg), being funds managed by Pollen Street Capital Limited (a subsidiary of Pollen Street Plc, a UK listed asset manager).
27. Commitments And Contingencies

During the period, the Group has entered into multilateral guarantees in respect of borrowings through its Group Companies. The guarantees are secured via a fixed and floating charge over the assets of the Group Companies.

The Group is committed to treating customers fairly and supporting them with their selected insurance products. The Group sometimes receives complaints and claims from customers, enters into commercial disputes with providers and may be subject to regulatory supervision and reviews in the normal course of business. As stated in *Note 2*, where, at the reporting date, it is established that an obligation exists as a result of such a past event, it is probable that the obligation will be settled and a reliable estimate of the amount can be made, a provision is recognised in the statement of financial position. At the year-end date, the Group had received customer claims where an obligation is still to be established and a reliable estimate of any settlement outcomes is still not able to be made. As such, no provision has been recognised. In addition, given the early stage of information gathering in respect of these claims it is deemed impractical to disclose an estimate of the financial impact, if any, and the timing of any outflow. In order for the UK subsidiary companies listed in *Note 13* to take the audit exemption in Section 479A of the *Companies Act 2006*, the Company has guaranteed all outstanding liabilities of the UK subsidiary companies at 31 December 2022 until those liabilities are satisfied in full.
28. Subsequent Events Acquisition Of Clegg Gifford

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.