| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| BRILLIAN UK LIMITED |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| BRILLIAN UK LIMITED |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Statement of Comprehensive Income | 10 |
| Statement of Financial Position | 11 |
| Statement of Changes in Equity | 12 |
| Notes to the Financial Statements | 13 |
| BRILLIAN UK LIMITED |
| Company Information |
| for the Year Ended 31 December 2025 |
| Directors: |
| Registered office: |
| Registered number: |
| Auditors: |
| Pall Mall |
| 1 Pollen Square |
| 59 King Street |
| Manchester |
| M2 4PD |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| Principal activities |
| Brillian UK Limited ("the Company") was incorporated on 30th May 2023. The principal activity of the company is to act as a holding company for companies operating in the software business. |
| The Company's ultimate parent undertaking and controlling entity is Constellation Software Inc. (Group Inc.). Group Inc is a Canadian diversified software company. It is based in Toronto, Canada and is listed on the Toronto Stock Exchange. Brillian Canada Inc is its immediate parent undertaking. |
| The Company is domiciled and incorporated in England and Wales as a private company limited by shares, Its trading address is Spectec Office - 6 Nb Trafford House, Chester Road, Stretford, Manchester, England, United Kingdom, M32 0RS. |
| Review of business |
| The performance and position of the Company for the period ended 31 December 2025 and the state of the Company's affairs at that date are set out in the accompanying financial information. |
| The net asset value of the Company as at 31 December 2025 amounts to £113,938,583 (2024 - £94,848,674). |
| During the year, the Company expanded its investment portfolio through the acquisition of, and investment in, several subsidiary undertakings operating within the software sector or industry. These investments totalled £21.6m (2024 - £96.9m) and were principally financed through capital contributions from its immediate parent undertaking, Brillian Canada Inc. |
| The company reported a profit before taxation of £6,887,750 (2024 - £145,159). As a holding company, the results primarily reflect investment and financing activities, foreign exchange movements, and costs associated with managing and funding subsidiary undertakings. |
| During the year, the Company received dividend income of £7,869,432 (2024 - £nil) from a subsidiary undertaking. |
| Following the year end, the company received dividends of £7,750,540 from subsidiary undertakings. The directors consider this to be consistent with the performance and financial position of the underlying businesses. |
| The average number of employees during the year was 25 (2024 - 12). |
| The directors are satisfied with the overall financial position of the Company at the year end and consider it well placed to continue supporting the strategic objectives and growth plans of its subsidiary undertakings. |
| Principal risks and uncertainties |
| Being a holding company, the Company is subject to the risks of the performance of its subsidiaries which could result in impairment of investments. The Company's accounting policy for impairment of investment in subsidiaries is set out in Note 3 of the financial statements. |
| The Company's risk appetite is based on the risk management framework of Group Inc which ensures that there are appropriate measures to manage the Company's risks and uncertainties given the nature of its business. |
| The Company's exposure to credit, liquidity and market risks are limited due to the nature of its business, which is predominantly investing in or financing of subsidiaries. These transactions are generally funded by way of capital from the immediate parent. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| Board decision making and engagement with stakeholders (section 172) |
| The Directors have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members whilst having regard to the matters set out in section 172(1) of the Companies Act 2006. |
| As a holding company, the principal activity of the Company is the holding of investments in subsidiary undertakings and supporting the strategic objectives of the wider Group. The board's primary decisions during the year related to the oversight of investments, capital allocation, funding arrangements and the management of risks affecting the Company and its subsidiary undertakings. |
| In discharging their duties under section 172, the Directors have had regard to: |
| - The long-term success and sustainability of the Company and the wider Group; |
| - The interests of employees within the Group and the importance of maintaining a skilled and engaged workforce; |
| - Relationships with lenders, suppliers, customers and other stakeholders across the Group; |
| - The impact of the group's activities on the wider community and environment; and |
| - Acting fairly between members of the Company. |
| The board receives regular financial and operational information from the management teams of its subsidiary undertakings and considers the impact of significant decisions on key stakeholders before such decisions are approved. During the year, the Directors continued to monitor the financial performance, liquidity and funding requirements of the Group and considered the long-term implications of strategic decisions on the Group's stakeholders. |
| The Directors believe that the decisions made during the year were made in a manner consistent with their duty under section 172 to promote the success of the Company for the benefit of its members as a whole. |
| Key performance indicators |
| Due to the nature of the Company's activities as a holding company, the directors do not consider traditional operational key performance indicators to be relevant. |
| Performance is primarily assessed through the financial performance of subsidiary undertakings, including profitability, cash generation, return on investment and overall growth in shareholder value. The directors regularly review the operating and financial performance of the Company's subsidiaries as part of the Group's governance framework. |
| Future developments |
| The Company will continue to operate as a holding company within the Constellation Software group. |
| The directors will continue to evaluate strategic investment opportunities and support the long-term growth and development of the Company's subsidiary undertakings. The Company will also continue to provide an appropriate capital structure to support acquisitions, integration activities and other strategic initiatives across the group. |
| On behalf of the board: |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| Principal activity |
| The principal activity of the company is to act as a holding company for companies operating in the software business. |
| Dividends |
| No dividends will be distributed for the year ended 31 December 2025. |
| Future developments |
| No change in the company's activities is expected. |
| Significant events since the end of the financial year |
| On 20 February 2026, a dividend of £3,951,702 was declared by a subsidiary |
| On 30 June 2026, a dividend of £3,626,052 was declared by a subsidiary. |
| On 30 June 2026, a dividend of £172,786 was declared by a subsidiary. |
| On 20 August 2026, written resolutions were passed to allot shares to their immediate parent entity. The subscription amount was £7,871,762 for 787,176,165 shares. This amount has been transferred from amounts owed to group undertakings. |
| Directors |
| The directors during the year under review were: |
| The directors holding office at 31 December 2025 did not hold any beneficial interest in the issued share capital of the company at 1 January 2025 or 31 December 2025. |
| Going concern basis |
| The company had net current liabilities at 31 December 2025. The company is dependent, in the absence of other funding, on the continued financial support of Brillian Canada Inc, the parent company. Brillian Canada Inc confirmed its commitment to provide the necessary support by providing adequate facilities, which when combined with growth and cost management plans will ensure the company can continue to operate. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company 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; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| On behalf of the board: |
| Report of the Independent Auditors to the Members of |
| Brillian Uk Limited |
| Opinion |
| We have audited the financial statements of Brillian Uk Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where 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 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 explained we require for our audit. |
| Report of the Independent Auditors to the Members of |
| Brillian Uk Limited |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Brillian Uk Limited |
| Auditors' 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 a Report of the Auditors 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: |
| We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulations. |
| We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts. |
| In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company: |
| - The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements, and |
| - UK taxation law. |
| The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were: |
| - Manipulation of financial statements via fraudulent journal entries; and |
| - Manipulation of investment through not recognised an impairment, should an impairment exist. |
| These areas were communicated to the other members of the engagement team not present at the discussion. |
| The procedures we carried out to gain evidence in the above areas included: |
| - Reviewing investments, and supporting forecasts and assumptions, for any indications of impairment to ensure cost is appropriately stated; |
| -identifying and assessing the design effectiveness of controls management has in place to detect fraud; |
| - understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and |
| - identifying and testing journals, with a risk-based approach using data analytics. In particular any journal entries posted with unusual combinations. |
| Overall, the senior statutory auditor was satisfied the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Brillian Uk Limited |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Pall Mall |
| 1 Pollen Square |
| 59 King Street |
| Manchester |
| M2 4PD |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Turnover | 4 |
| Administrative expenses | ( |
) | ( |
) |
| Operating loss | ( |
) | ( |
) |
| Exceptional income | 6 |
| (941,168 | ) | 252,082 |
| Income from shares in group undertakings |
| 6,928,264 | 252,082 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| Profit before taxation | 8 |
| Tax on profit | 9 |
| Profit for the financial year |
| Other comprehensive income | - | - |
| Total comprehensive income for the year |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Statement of Financial Position |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| Fixed assets |
| Tangible assets | 10 |
| Investments | 11 |
| Current assets |
| Debtors | 12 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 13 |
| Net current liabilities | ( |
) | ( |
) |
| Total assets less current liabilities |
| Creditors |
| Amounts falling due after more than one year |
14 |
| Net assets |
| Capital and reserves |
| Called up share capital | 15 |
| Retained earnings | 16 |
| Shareholders' funds |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2024 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | Statutory information |
| Brillian Uk Limited is a |
| The company has taken advantage of the exemption under s401 of the Companies Act 2006 not to prepare consolidated financial statements because it is included in the financial statements of Constellation Software Inc which are available at www.csisoftware.com. |
| 2. | Accounting policies |
| Basis of preparation |
| The presentational and the functional currency is £. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Brillian UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidation of its parent, Constellation Software Inc, whose registered office is 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada. |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
| • | the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; |
| • | the requirements of IFRS 7 Financial Instruments: Disclosures; |
| • | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
| • | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
| - | paragraphs 53(a), (h) and (j) of IFRS 16; |
| • | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
| • | the requirements of |
| - | paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and |
| - | paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7; |
| • | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
| • | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
| • | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
| • | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
| • | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
| Going concern |
| The company had net current liabilities at 31 December 2025. The company is dependent, in the absence of other funding, on the continued financial support of Brillian Canada Inc, the parent company. Brillian Canada Inc confirmed its commitment to provide the necessary support by providing adequate facilities, which when combined with growth and cost management plans will ensure the company can continue to operate. |
| Turnover |
| Turnover includes amounts receivable from related parties in respect of hosting services and other recharges. Turnover is recognised over the period in which services are provided, based on the stage of completion. Revenue is measured at the fair value of the consideration receivable for hosting services and other recharges provided to related parties, net of value added tax. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | Accounting policies - continued |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Computer equipment - 5 years |
| Taxation |
| Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Valuation of investments |
| Investments in subsidiaries are measured at cost less accumulated impairment. |
| Financial instruments |
| 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. |
| Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method. |
| Income from shares in group undertakings |
| Income from shares in group undertakings is recognised when there is a legally enforceable right to the dividends declared by a subsidiary. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised directly in equity as a deduction from the proceeds of the share issue. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | Critical accounting judgements and key sources of estimation uncertainty |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from the estimates. |
| Estimates and underlying assumptions are reviewed on an on-going basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount of values may vary in certain instances from the assumptions and estimates made. Changes will be recorded with the corresponding effect in the Statement of comprehensive income, when, and if, better information is obtained. |
| Information about the assumptions and estimation uncertainties that have the most significant effect on recognition and measurement of assets, liabilities, income and expense is provided below. |
| Critical judgements that management has made in the process of applying accounting policies disclosed herein, and that have a significant effect on the amounts recognised in the financial statements, relates to the following: |
| Impairment of investments |
| Management considers the carrying value of investments by estimating future cash flows, requiring a combination of assumptions including revenues and costs. An impairment of £nil (2024: £nil) has been recognised. |
| Contingent consideration |
| As part of the acquisition of the investments, the company has recognised contingent consideration as a financial liability, measured at fair value, where included in the share purchase agreements. Management applied judgement in classifying the arrangement as a liability, based on contractual terms and expected settlement in cash. Management has also applied judgement in estimating the fair value, which involves the assumptions about future performance targets, probability of payment, and discount rates. The liability is remeasured at each reporting date, with changes in fair value in profit or loss. These estimates are reviewed regularly and may change based on updated forecasts or market conditions. |
| Recoverability of debtors |
| The assessment of the recoverability of debtors involves estimation and judgement. Actual outcomes may differ from expectations and could result in adjustments to the carrying value of receivables in future periods. |
| 4. | Turnover |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| 5. | Employees and directors |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | 3,705,021 | - |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Wages and salaries incurred in 2024 were recharged to fellow group entities. As such, there was no expense recognised. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | Employees and directors - continued |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Directors remuneration has been fully recharged to group entities and therefore excluded from the costs disclosed above. |
| 6. | Exceptional items |
| 2025 | 2024 |
| £ | £ |
| Exceptional items | (400,009 | ) | - |
| Exceptional income |
| (400,009 | ) | 351,789 |
| The exceptional income and items comprise fair value adjustment for contingent consideration. |
| 7. | Interest payable and similar expenses |
| 2025 | 2024 |
| £ | £ |
| Other finance costs | 40,514 | 106,923 |
| 8. | Profit before taxation |
| The profit before taxation is stated after charging: |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets |
| Auditors' remuneration | 8,500 | 11,750 |
| Taxation compliance services | 2,365 | 2,250 |
| Other non- audit services | 1,250 | 1,000 |
| Foreign exchange differences |
| In 2024, auditor remuneration included 2023 and 2024 audit fees. |
| 9. | Taxation |
| Analysis of tax expense |
| No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | Taxation - continued |
| Factors affecting the tax expense |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before income tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
1,721,938 |
36,290 |
| Effects of: |
| Expenses not deductible for tax purposes | 86,512 | 51,658 |
| Income not taxable for tax purposes | (1,967,358 | ) | (87,948 | ) |
| Losses carried forward | 158,908 | - |
| Tax expense |
| 10. | Tangible fixed assets |
| Computer |
| equipment |
| £ |
| Cost |
| Additions |
| At 31 December 2025 |
| Depreciation |
| Charge for year |
| At 31 December 2025 |
| Net book value |
| At 31 December 2025 |
| 11. | Investments |
| Shares in |
| group |
| undertaking |
| £ |
| Cost |
| At 1 January 2025 | 99,991,749 |
| Additions | 21,567,693 |
| At 31 December 2025 | 121,559,442 |
| Net book value |
| At 31 December 2025 | 121,559,442 |
| At 31 December 2024 | 99,991,749 |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | Investments - continued |
| The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Registered office: 20 Place des Halles 67000, Strasbourg, Grand Est France |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Suite A, 82 James Carter Road, Mildenhall, England, IP28 7DE |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Chemin d'Entre-Bois 25, 1018 Lausanne, Switzerland |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 2 Filiou Zannettou Street, C&F Orologa Building, Ground Floor, Office 1, Limassol, 3021, Cyprus |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 222 a 224 Cours Lafayette, 69003 Lyon, France |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Custom House, Custom House Square, Belfast, Northern Ireland, BT1 3ET |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 1 Berry Street, Aberdeen, Scotland, AB25 1HF |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Geistenstrasse 22, 4076 Dusseldorf |
| Nature of business: |
| % |
| Class of shares: | holding |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | Investments - continued |
| Registered office: Unit 1, Southern Wood Stoke Road, Blisworth, Northampton, England, England, NN7 3DB |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 4 Roman Park, Roman Way, Coleshill, Birmingham, West Midlands, United Kingdom, B46 1HG |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Box 80, 443 22 Lerum |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Spectec Office - 6 Nb Trafford House, Chester Road, Stretford, Manchester, United Kingdom, M32 0RS |
| Nature of business: |
| % |
| Class of shares: | holding |
| 12. | Debtors |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year: |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| Prepayments and accrued income |
| Amounts falling due after more than one year: |
| Amounts owed by group undertakings |
| Aggregate amounts |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 13. | Creditors: amounts falling due within one year |
| 2025 | 2024 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| VAT | 157,614 | - |
| Other creditors |
| Accruals and deferred income |
| 14. | Creditors: amounts falling due after more than one year |
| 2025 | 2024 |
| £ | £ |
| Other creditors |
| 15. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £0.01 | 106,938,256 | 94,736,097 |
| Each ordinary share has attached full voting, dividend and capital distribution rights (including on winding up). |
| 16. | Reserves |
| Retained |
| earnings |
| £ |
| At 1 January 2025 |
| Profit for the year |
| At 31 December 2025 |
| Called up share capital represents the nominal value of shares that have been issued. |
| Retained earnings represents all current and prior period retained profits and losses. |
| 17. | Events after the reporting period |
| On 20 February 2026, a dividend of £3,951,702 was declared by a subsidiary |
| On 30 June 2026, a dividend of £3,626,052 was declared by a subsidiary. |
| On 30 June 2026, a dividend of £172,786 was declared by a subsidiary. |
| On 20 August 2026, written resolutions were passed to allot shares to their immediate parent entity. The subscription amount was £7,871,762 for 787,176,165 shares. This amount has been transferred from amounts owed to group undertakings. |
| BRILLIAN UK LIMITED (REGISTERED NUMBER: 14904313) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 18. | Ultimate controlling party |
| The immediate parent company is Brillian Canada Inc, a company registered in Canada. The ultimate parent company is Constellation Software Inc, a company registered in Canada. The smallest and largest group for which consolidated financial statements are prepared is Constellation Software Inc. Copies of these financial statements are publicly available. |