The directors present the strategic report for the year ended 31 December 2024.

Revenue for the year was £65.2 million (2023 - £60.2 million) and the profit before tax for the year was £3.5 million (2023 - £4.2 million). This 8% increase in revenue (2023 - 6% decrease) reflected a 3% increase in adviser numbers during the period and productivity improvements arising from ongoing technology development.

Gross profit margin remained broadly consistent with the prior year at 20.6% (2023 - 22.4%).

Administrative costs increased by 7% (2023 - 19% increase). This reflects increases in staff costs to ensure the group continues to meet its regulatory obligations and can continue to grow adviser numbers, together with increased one-off legal and professional charges relating to the restructuring of the group. These increased costs were offset in part by the release of provisions.

During the year, 50% of Josewin Limited was acquired by Bluedoor UK Limited.

Market risk

The group is subject to political and economic risks affecting its primary market of mortgage intermediation.

Investment in technology and diversification into related but counter-cyclical markets are the main tools adopted by the group to mitigate market risks.

Regulatory risk

The group operates within the UK financial services market which is regulated by the Financial Conduct Authority (“FCA”).

The group continues to enjoy a strong and professional relationship with the FCA and has strong lines of communication that allow the board to make decisions based on delivering good customer outcomes.

The board believes it has the knowledge and experience to continue to meet its regulatory obligations as set out by the FCA now and in the future.

Credit risk

Investments of cash surpluses are made through banks and companies which must fulfil credit rating criteria approved by the board.

All adviser borrowers are subject to due diligence and sign-off at board level and tracking of all loans are reported regularly to the board.

Commission clawback, whereby insurance policies cancel after indemnity commission has been paid out to advisers, is mitigated by robust risk assessment procedures coupled with active monitoring.

Liquidity and cash flow risk

The group holds a certain level of capital in order to meet FCA minimum capital adequacy requirements. This capital resource requirement is met by holding balances in cash. Cash and borrowing requirements are managed to maximise interest income and minimise interest expense, whilst ensuring that the group has sufficient liquid resources to meet the operating needs of the business.

Section 172(1) Statement

The directors have regard to the matters set out in section 172(1) (a) to (f) Companies Act 2006 in exercising their duty to promote the success of the company for the benefit of its members.

Those matters were addressed as follows:

• The directors take care to consider the likely long-term consequences on all relevant stakeholders of their decisions and actions. Decisions are discussed with those concerned to gain full understanding and support.

The directors prepare forecasts based on the company’s long-term strategy, including three-year plans.

• The board recognise that the company’s employees are fundamental to the execution of the company’s strategy.

The company is committed to continuing professional development of staff members at all levels.

The company periodically issues a staff survey which traces employees’ satisfaction and views about the business. The results from the employee surveys are reviewed at board level, forming the basis of proposals and actions.

• The directors maintain close working relationships with customers and suppliers in order that their changing needs can be met.

• The company’s impact on the community and environment is limited due to the nature of operations. The directors are committed to reducing the environmental impact of the business wherever feasible.

• The board is committed to achieving and maintaining high standards of business conduct, corporate governance, integrity and business ethics.

Central to maintaining this reputation for high standards is endeavouring to treat our customers, partners and employees fairly and the company’s approach to conducting business is focused on this outcome.

The directors continue to foster a strong and professional relationship with the Financial Conduct Authority and ensure compliance with regulatory requirements.

• The company’s shareholders are central to the delivery of the company’s strategy on the basis that the level of funds retained within the business are sufficient to support individual strands of the strategic plan and invest in new opportunities when they arise. Performance data and updates are routinely provided to members.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be as a network of authorised mortgage, protection and general insurance brokers.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £4,081,526 (2023: £2,315,616). The directors do not recommend payment of a further dividend.

Preference dividends were paid amounting to £Nil (2023: £1,543,744). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of all other financial instruments.

The S172(1) statement in the strategic report details how the directors have had regard to the need to foster business relationships with suppliers, customers and other stakeholders during the year.

The directors believe that there are no future developments that require disclosure.

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

The following information summarises the Group’s environmental performance over the year.

Methodology

GHG emissions are quantified and reported according to the Greenhouse Gas Protocol.

Consumption data has been collected and converted into its CO2 equivalent. In collating this data the Group has reviewed utility invoicing and its staff expense reporting software to measure business mileage in employee owned vehicles. The UK Government’s 2024 GHG Conversion Factors for Company Reporting have been used to calculate emissions from the energy consumption and mileage data.

Reporting boundaries and limitations

The GHG sources that constitute the operational boundary for the reporting period are:

Scope 1(Direct): Emissions from combustion of natural gas in boiler heating systems.

Scope 2 (Energy indirect): Purchased electricity.

Scope 3 (Other indirect): Fuel consumption from employee-owned vehicles for business travel

Fuel associated with employee train and plane travel for business use has been excluded on the basis that amounts are likely to be immaterial. No emissions were produced outside the UK.

GHG emissions and energy use data for the year ended 31 December 2024

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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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;

• 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.

We have audited the financial statements of Josewin Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 Financial Reporting Standard 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 the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• 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 and 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 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 our 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.

In the light of the knowledge and understanding of the group and the 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 by the parent company, 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and FCA regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the group’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: employment law, and compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management, about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Reviewing minutes of meetings of the board and senior management;

• Reviewing correspondence with regulator;

• Challenging assumptions and judgements made by management in their significant accounting estimates; in particular in relation to accrued income, clawback provisions, bad debt provisions and;

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £5,235,621 (2023 - £3,560,036)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Josewin Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Merus Court, Meridian Business Park, Leicester, England, LE19 1RJ.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated financial statements incorporate those of Josewin Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 December 2024. All intra-group transactions and balances between group companies are eliminated on consolidation.

Josewin Training & Development Limited, is a wholly-owned subsidiary and is exempt from the requirements of Companies Act 2006 relating to audit of its individual company accounts under section 479A of the Companies Act 2006 relating to subsidiary companies. Clear Thinking Finance Limited, Strawbridge Limited and HL Wills Limited were wholly-owned subsidiaries that were disposed of during the prior year, and during their period as subsidiaries were also exempt from audit under section 479A. The result of subsidiaries disposed of during the year are recognised up to date of disposal and balance sheet items are removed at year end.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, The directors have considered relevant information, including the group's principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the group, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

Revenue is recognised in respect of commission receivable by, and services rendered to, the group's network and is shown net of VAT and other sales related taxes. Commission receivable is recognised on approval of a broker's loan application.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years from the year of purchase.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Equity investments are measured at fair value through profit or loss. In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off 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 enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other receivables and payables.

Debt instruments like other receivables and payables are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Clawback provision

The provision for the clawback of commission represents a modelled estimate of the value of commissions reclaimable by product providers in respect of policies cancelled either from the outset or which lapsed, based on the past experience of such claims.

The costs of short-term employee benefits are recognised as a liability and an expense.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leased asset are consumed.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

See note 1.13 for details of how the clawback provision is estimated.

Provisions of bad debt primarily relate to management's estimate on the recovery of commission claw backs on older balances and other advisor loans.

Accrued income is recognised for all commissions received after the year end that relate to commissions approved by lenders before the year end. The approval date is based on entries by brokers into the company's internal systems.

The group operates in one principal activity, that of the rendering of services, which is wholly undertaken in the United Kingdom. Revenue is therefore made up 100% by the fees receivable in relation to the rendering of these services.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 7 (2023 - 5).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Dividends of £4,081,526 were paid in the current year (2023 - £3,859,360). In addition to this, a subsidiary had paid £102,000 (2023 - £51,000) of dividends to a non-controlling interest and as such, has not been included within the above.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

During the year, the group acquired a 15% equity interest in Haysto Ltd for a total consideration of £2,030,202.

Details of the company's subsidiaries at 31 December 2024 are as follows:

a) 6 Merus Court, Meridian Business Park, Leicester, England, LE19 1RJ.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year to 31 December 2024, the company had a share option plan in operation.

During the financial year ended 31 December 2024, the group underwent a change in ownership following the acquisition of 50% of the entity by Bluedoor UK Limited. As a result of this transaction, certain outstanding share options granted under the Share Option Scheme were either forfeited, cancelled, or lapsed due to modifications to the company’s equity incentive structure.

The options can only be exercised if a share or asset sale occurs in the parent company. If the options remain unexercised after a period of ten years from the date of the grant or if the option holder ceases employment the options expire. The directors have recorded no charge within the income statement on the grounds of immateriality.

During the year, 4,333 £1 preference shares were re-designated as £1 ordinary shares, and 48,167 of the £1 preference shares were redeemed at their nominal value for cash. In addition, 1,443 £1 A ordinary shares were issued. The company also re-designated 4,965 £1 ordinary shares as £1 A ordinary shares. These transactions resulted in a share premium arising of £4,993,711.

The Company has two classes of shares in issue: Ordinary Shares and A Ordinary Shares. The A Ordinary Shares are entitled to receive the First Special Dividend, Second Special Dividend, and the Call Option Dividend in priority. Any further profits the Company determines to distribute shall be shared among shareholders of both classes pari passu, as if the shares constituted a single class, and in proportion to the number of shares held by each shareholder.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

A director of the subsidiary Custom Mortgage Solutions Limited is also indirectly the owner of the remaining 49% of the share capital of this company, through Custom Insurance & Mortgage Solutions Limited. At the statement of financial position date the group owed Custom Insurance & Mortgage Solutions Limited £22,579 (2023 - £22,579). This balance is included within other payables.

In 2024 the group acquired a minority shareholding in Haysto Limited. During the year gross commissions totalling £1,074,655 (2023 - £Nil) has been paid to Haysto Limited by the group, a related party where the group is a minority shareholder. At the balance sheet date, £45,456 (2023 - £nil) was owed to the related party.

On 28 August 2025 Josewin Ltd acquired the remaining 49% of Custom Mortgage Solutions Limited for £400,000, therefore becoming the sole shareholder of that company.