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Registered number: 03736872
THE MOTLEY FOOL LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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THE MOTLEY FOOL LIMITED
REGISTERED NUMBER: 03736872
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
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Investments - Listed and debt securities (long term)
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Debtors: amounts falling due within one year
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Investments - Listed and debt securities (short term)
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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THE MOTLEY FOOL LIMITED
REGISTERED NUMBER: 03736872
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 SEPTEMBER 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
L Greenberg
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The notes on pages 3 to 11 form part of these financial statements.
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Motley Fool Limited is a private company, limited by shares, incorporated in England and Wales with the registration number 03736872. The principal place of business and registered office is 5 New Street Square, London. United Kingdom, EC4A 3TW.
The Company's principal activity is that of an internet-based community specialising in investing information and guidance.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of The Motley Fool Global Limited as at 30 September 2025 and these financial statements may be obtained from Companies House.
The ultimate parent company, The Motley Fool Holdings Inc., incorporated in Delaware, USA, has confirmed its intention to provide financial support to the Company, should the need arise, to enable the Company to meet its liabilities as and when they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors have drawn up these financial statements on a going concern basis.
If the transaction as described in note 12 proceeds, the directors expect the company to operate independently of the group as a going concern
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP and all amounts presented in these financial statements have been rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Subscription revenues are recognised following the completion of the money-back guarantee period over the term of the subscription payment received. Partnership and syndication revenues are recognised in accordance with the underlying contracts and periods of delivery of contracted content and services. Advertising revenues are initially recognised based on the expected delivery of online and email advertising activity; any shortfall against expected delivery is quantified and deferred until it is served.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid, the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Fair value through profit or loss - comprising listed equity investments. They are recognised initially at fair value, with transaction costs expensed in profit or loss. Subsequent measurement is at fair value, with changes in fair value recognised in profit or loss. Fair value is based on quoted market prices.
Debt securities measured at amortised cost using the effective interest method - comprising fixed income securities where the business model is to hold to collect contractual cash flows and the cash flows are solely payments of principal and interest. Impairment losses are recognised in profit or loss when there is objective evidence of impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the company becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.
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The average monthly number of employees, including directors, during the year was 5 (2024 - 5).
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Investments measured at fair value
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Investments measured at amortised cost
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Investment measured at fair value relates to listed equity securities. Fair value has been determined based on quoted prices on the various stock exchanges at the reporting date. During the year, the company recognised a net realised gain of £11,497 (2024: net unrealised gain of £17,397) in profit and loss related to fair value movements on these investments.
Investments at amortised cost include debt securities with fixed interest rates and known maturity dates. Interest income of £65,209 (2024: £10,921) was recognised in the income statement during the year.
No impairment losses were recognised or reversed during the year.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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Allotted, called up and fully paid
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1,997,901 (2024 - 1,997,901) Ordinary shares of £0.01 each
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Stock Options, Restricted Stock Awards, and Restricted Stock Units
Employees are generally granted share options (options), restricted stock awards (RSAs), or restricted stock units (RSUs) on joining the Company and may receive subsequent grants during their employment as part of the Company’s incentive program. The options, RSAs, and RSUs are granted in the ultimate parent undertaking, The Motley Fool Holdings, Inc., under that Company’s Amended and Restated 2008 Equity Incentive Plan (the Plan). The Plan provides for the granting of options, RSAs, and RSUs to employees and consultants of The Motley Fool Holdings, Inc. and its subsidiary undertakings. Options granted generally vest over a 4-year period and have a 10-year term. RSAs and RSUs are subject to a service-based vesting period or performance-based vesting milestones determined at the date of grant. Unvested options, RSAs, and RSUs are forfeited if the employee leaves the Company.
In the event of a sale of all or substantially all of the ultimate parent company’s assets, or a merger with or into another organisation, the Board of Directors of The Motley Fool Holdings, Inc. has the authority to provide automatic acceleration of vesting.
The options are exercisable at the exercise price determined at the time of grant. RSAs and RSUs are granted at market value and become the property of the employee proportionally over the vesting period for service-based awards or at the defined milestones for performance-based awards.
As discussed in Note 2 the Company records compensation expense in the profit and loss account, based on the equity-settled grant-date fair value basis in accordance with the provisions of FRS102. The Company recognises compensation expense on a fair value basis and reflecting the instalment basis of options granted under the Plan.
The total expense recognised for share-based equity-settled payments in respect of employee services received during the period to September 30, 2025 was £27,544 (2024: £37,291) of which £NIL relates to options and £27,544 relates to RSAs and RSUs (2024: £NIL and £37,291 respectively).
As of September 30, 2025, there was no unrecognized compensation cost related to stock options and £47,993 of total unrecognized compensation cost related to RSAs and RSUs expected to be recognized over approximately 1 year.
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Share-based payments (continued)
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Stock Options Fair Value and Grants
There were no stock options granted during the periods ended September 30, 2025 and September 30, 2024. All outstanding share options were fully vested.
There are no outstanding stock options at September 30, 2025 and September 30, 2024.
Restricted Stock Awards and Restricted Stock Units Fair Value and Grants
The Motley Fool Holdings, Inc. uses an external valuation group to assist in valuing its ordinary shares, with the fair value of the ordinary shares determined based on a multiple market approach that uses estimates and assumptions of competitive groups, appropriate multiples, and marketing and liquidity discounts. There is inherent uncertainty in making these judgements and estimates.
RSAs and RSUs are valued on the grant date based on the most current external valuation at the date of grant. Share valuations were as follows:
October 2013 - August 2014 US $6.50 / £4.28 per share
August 2014 - February 2015 US $11.00 / £7.25 per share
February 2015 - July 2015 US $13.75 / £9.06 per share
July 2015 - February 2016 US $14.75 / £10.60 per share
February 2016 - September 2016 US $10.75 / £7.25 per share
September 2016 - April 2017 US $8.20 / £6.12 per share
April 2017 - October 2017 US $12.20 / £9.51 per share
October 2017 - April 2018 US $16.70 / £12.46 per share
April 2018 - October 2018 US $21.50 / £15.01 per share
October 2018 - April 2019 US $29.80 / £22.80 per share
April 2019 - September 2019 US $35.80 / £27.56 per share
October 2019 - October 2020 US $43.10 / £33.81 per share
October 2020 - April 2021 US $70.67 / £54.16 per share
April 2021 - January 2022 US $146.87 / £105.68 per share
January 2022 - July 2022 US $133.32 / £119.50 per share
July 2022 - August 2023 US $62.31 / £55.85 per share
August 2023 - February 2024 US $56.91 / £46.64 per share
February 2024 - August 2024 US $65.00 / £51.06 per share
August 2024 - February 2025 US $73.50 / £58.13 per share
February 2025 - August 2025 US $85.16 / £65.06 per share
August 2025 US $84.37 / £64.45 per share
RSAs and RSUs equivalent to 445 shares were granted in the period ended September 30, 2025 (2024: 925) with the total fair value for the granted shares of approximately £28,951 (2024: £51,051).
The company contributes to a self-invested pension plan (SIPP) on behalf of the employees. Employee contributions are matched up to 7.5% of gross salary. During the period the company contributed £29,866 (2024: £30,995) to the SIPP.
The total pension contribution payable at 30 September 2025 was £5,318 (2024: £4,465).
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THE MOTLEY FOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Related party transactions
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No transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102 Section 1A.
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Post balance sheet events
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Subsequent to the year end, the Company has entered into advanced discussions regarding the proposed sale of 100% of its issued share capital to Orbit Digital Holdings Limited, an entity wholly owned by a current director of the Company.
As at the date of approval of these financial statements, no legally binding agreement has been entered into and the transaction remains subject to finalisation. Completion is currently anticipated during the year ending 30 September 2026.
In February 2026, the Company liquidated its debt securities held with Brown Advisory.
As part of the proposed transaction, it is expected that cash will be extracted from the Company (including proceeds from the liquidation of debt securities and existing cash balances) to partially settle the intercompany balance with The Motley Fool Global Limited, with the remaining balance expected to be formally written off following completion.
These events have been treated as non-adjusting events after the reporting period. The financial effect of the proposed transaction cannot be reliably estimated at this stage.
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Parent undertaking and controlling party
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The immediate parent undertaking is The Motley Fool Global Limited. The ultimate parent undertaking and controlling party is The Motley Fool Holdings, Inc., incorporated in Delaware, USA.
The largest company which prepares consolidated financial statements, including the Company, is the ultimate parent undertaking.
The smallest company which prepares consolidated financial statements, including the Company, is The Motley Fool Global Limited.
The auditor's report on the financial statements for the year ended 30 September 2025 was unqualified.
The audit report was signed on 17 April 2026 by Justin Moss MA FCA (Senior Statutory Auditor) on behalf of MHA.
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