Solipse/MSG1 huggingface dataset:
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.
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.
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.
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.
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.
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.
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.
Auditor

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

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