REGISTERED NUMBER: SC574407 (Scotland)

Financial Statements

for the Year Ended 31 January 2025

for

BROKER INSIGHTS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

I D Crole

F M Edmond

H Lough

C R D van der Kuyl

P Scott

Registered office:

10 Euclid Crescent

Dundee

DD1 1AG

Registered number:

SC574407 (Scotland)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

Fixed assets

Intangible assets

5

4,813

16,473

Tangible assets

6

131,782

82,956

Investments

7

826

826

137,421

100,255

Current assets

Debtors: amounts falling due within one year

8

1,304,251

868,074

Debtors: amounts falling due after more than one year

8

1,978,340

1,210,571

Cash at bank

473,049

641,273

3,755,640

2,719,918

Creditors

Amounts falling due within one year

9

1,897,667

1,960,411

Net current assets

1,857,973

759,507

Total assets less current liabilities

1,995,394

859,762

Creditors

Amounts falling due after more than one year

10

3,595,272

19,909

Net (liabilities)/assets

(1,599,878

)

839,853

Capital and reserves

Called up share capital

13

1,275

1,270

Share premium

14

6,142,713

6,125,018

Other reserves

14

406,240

-

Retained earnings

14

(8,150,106

)

(5,286,435

)

Shareholders' funds

(1,599,878

)

839,853

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2025 and were signed on its behalf by:

P Scott - Director

1.	Statutory information

Broker Insights Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2.	Statement of compliance

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

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The company and its subsidiaries comprise a small group. The company has therefore taken advantage of Section 398 of the Companies Act 2006 not to prepare group accounts.

Going concern

The financial statements have been prepared on a going concern basis. The Directors have undertaken a detailed assessment of the Company's current and projected financial position, including cash flow forecasts extending to January 2027, which form part of the wider break-even plan for the business.

In October 2025, the Company successfully completed a share issue raising £2 million. The phasing of this share issue guarantees the full receipt of funds before the end of December 2025.

Based on the current forecasts, the Company has sufficient financial resources to continue operations for the foreseeable future.

Under severe but plausible downside scenario, further funding (in addition to the assumed in the base case) may be required within 12 months from the date of signing these financial statements which has yet to be sourced or secured. Consistent with the Company's strategic plan, unique product, and position within an expanding market, the Directors are confident that such funding would be available from existing investors and/or through an external fundraising exercise.

Having considered these factors and assumptions, the Directors believe it remains appropriate to prepare the financial statements on a going concern basis. However, the events and conditions described above indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There are not considered to be any critical judgements in applying the company's accounting policies. The company makes estimates assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets or liabilities within the next financial year are addressed below.

Amounts due from group undertaking

There is a balance due from group undertakings of £1,978,340 (2024 : £1,210,571). The loan has been provided as start up funding and recoverability has been assessed by reference to forecasts and business plans. The loan is repayable on demand, however the balance has been shown as due over one year to reflect the substance of the transaction. It was concluded that a provision against this balance is not required.

Convertible loan notes

There was a receipt in the year of £3,850,000 related to the issue of a convertibles loan note instrument. The convertible loan notes are allocated between non-current liabilities and reserves by using borrowing rate deemed appropriate for the entity and for the type of instrument. The instrument has been accounted for as a non-current other loan of £3,443,760 and other reserves of £406,240. The non-current other loans are £3,507,187 as at 31 January 2025 following interest charges.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services and from software platform fees. Turnover is reduced for estimated discounts, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the services provided in the period being reported on.The turnover recognised is in line with the rates as per the underlying contracts.

Software platform fees

Fees for the use of the Broker Insights software platform are recognised over the period of the software access licence.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Information asset are being amortised evenly over their estimated useful life of two years.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Motor Vehicles 15% straight line

Computer Equipment 3 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

(i) Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

There are no assets which are initially measured at fair value.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, 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 are subsequently carried at amortised cost, using the effective interest rate method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Other income

Other income is recognised on an accruals basis.

Share based payments

The company operates a share-based payment scheme. Where share-based payments are granted and are considered immaterial to the financial statements, no expense is recognised. Material share-based payments are accounted for in accordance with Section 26 of FRS102, with the fair value of the award recognised over the vesting period as an expense with a corresponding increase in equity.

4.	Employees and directors

The average number of employees during the year was 57 (2024 - 53 ) .

5.	Intangible fixed assets

Other

intangible

assets

£

Cost

At 1 February 2024

and 31 January 2025

27,141

Amortisation

At 1 February 2024

10,668

Charge for year

11,660

At 31 January 2025

22,328

Net book value

At 31 January 2025

4,813

At 31 January 2024

16,473

6.	Tangible fixed assets

Motor

Computer

vehicles

equipment

Totals

£

£

£

Cost

At 1 February 2024

116,903

93,071

209,974

Additions

116,139

11,917

128,056

Disposals

(116,521

)

-

(116,521

)

At 31 January 2025

116,521

104,988

221,509

Depreciation

At 1 February 2024

63,223

63,795

127,018

Charge for year

17,547

22,438

39,985

Eliminated on disposal

(77,276

)

-

(77,276

)

At 31 January 2025

3,494

86,233

89,727

Net book value

At 31 January 2025

113,027

18,755

131,782

At 31 January 2024

53,680

29,276

82,956

7.	Fixed asset investments

Shares in

group

undertaking

£

Cost

At 1 February 2024

and 31 January 2025

826

Net book value

At 31 January 2025

826

At 31 January 2024

826

8.

Debtors

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

899,120

466,675

Other debtors

405,131

401,399

1,304,251

868,074

Amounts falling due after more than one year:

Amounts owed by group undertakings

1,978,340

1,210,571

Aggregate amounts

3,282,591

2,078,645

9.

Creditors: amounts falling due within one year

2025

2024

£

£

Bank loans and overdrafts

10,269

160,701

Trade creditors

81,866

79,883

Taxation and social security

342,823

109,811

Other creditors

1,462,709

1,610,016

1,897,667

1,960,411

10.

Creditors: amounts falling due after more than one year

2025

2024

£

£

Bank loans

9,640

19,909

Other creditors

3,585,632

-

3,595,272

19,909

Other creditors include £3,507,187 for convertible loan notes, convertible in 2029.

11.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

-

106,500

12.	Secured debts

The following secured debts are included within creditors:

2025

2024

£

£

Bank overdraft

-

150,687

Bank loans

19,909

29,923

19,909

180,610

The bank loan and bank overdraft are secured by a fixed and floating charge over all assets of the company.

13.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,020,865

Ordinary Shares

0.001

1,021

1,016

237,252

Ordinary A1 Shares

0.001

237

237

17,384

Ordinary A2 Shares

0.001

17

17

1,275

1,270

5,000 Ordinary Shares shares of 0.001 each were allotted as fully paid at a premium of £3.538 per share during the year.

Each Ordinary Share carries an equal right to vote and receive dividends and to participate in a return of capital (including on a winding up). The Ordinary Shares are not redeemable.

Each A1 Ordinary Share carries an equal right to vote and to receive dividends. Each A1 Ordinary Share has a preferential right on liquidation or other return of capital in accordance with Article 4.3 of the Articles of Association. The A1 Ordinary Shares are not redeemable.

Each A2 Ordinary Share carries an equal right to vote and to receive dividends. Each A2 Ordinary Share has a preferential right on liquidation or other return of capital in accordance with Article 4.3 of the Articles of Association. The A2 Ordinary Shares are not redeemable.

14.

Reserves

Retained earnings

Share premium

Other reserves

Totals

£

£

£

£

At 1 February 2024

(5,286,435

)

6,125,018

-

838,583

Deficit for the year

(2,863,671

)

-

-

(2,863,671

)

Increase in share capital

-

17,695

-

17,695

Convertible loan note issue

-

-

406,240

406,240

At 31 January 2025

(8,150,106

)

6,142,713

406,240

(1,601,153

)

Retained earnings represent the total comprehensive loss for the entity since incorporation.

The share premium account includes the premium on issue of equity share, net of any issue cost.

Other reserves represent the equity element of the convertible loan note instrument.

15.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Angela Chorlton FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Material uncertainty related to going concern

The auditor's report on the financial statements for the year ended 31 January 2025 was unqualified but drew attention by way of emphasis of matter to a material uncertainty in relation to going concern disclosed in note 3.

16.	Pension commitments

The defined contribution expense for the year was £151,672 (2024: £123,819). The pension creditor at year end was £20,099 (2024: £23,824).

17.	Related party disclosures

18.	Post balance sheet events

In April 2025, the Company issued Convertible Loan Notes (CLNs) totalling £2,300,000 to certain existing shareholders to provide funding for ongoing and growth activities.

In October 2025, the Company successfully completed a share issue raising £2,000,000 from its existing shareholders. The investment was made in exchange for the issue of new B Ordinary Shares, with full proceeds contractually committed and expected to be received before 31 December 2025.

As part of the same transaction, the Company's two outstanding Convertible Loan Notes (CLNs), together with accrued interest to the date of conversion, will convert into B1 and B2 Ordinary Shares in accordance with the terms of the respective loan agreements.

These transactions have strengthened the Company's capital base and provide additional funding to support its operational and growth plans. As the share issue and conversions occurred after the balance sheet date, they are treated as non-adjusting events for the purpose of these financial statements.