Elute Intelligence Holdings Limited Financials - 12238384

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. These financial statements and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the statement of comprehensive income has been taken.

For the year ended 31 December 2024, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit of its accounts for the year ended 31 December 2024 in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirments of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

STATEMENT OF FINANCIAL POSITION

Notes

2024 £

2023 £

The financial statements were approved and authorised for issue by the Board of Directors on 9 September 2025.

_______________________

Mr S C Cable

Mr M A Rosten

The notes on pages preview to update form part of these accounts.

Company registration number: 12238384

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

Summary of significant accounting policies

1.1

General information and basis of preparation

The financial statements have been prepared on the historical cost basis.

Elute Intelligence Holdings Limited is a private company limited by shares, registered in England and Wales. The address of the registered office and registration number are as below:

These financial statements have been prepared in accordance with FRS 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland as adapted by Section 1A of FRS 102 and the Companies Act 2006.

The nature of the company's operations and principal activities during the year was management of a software development company and ownership of the intellectual property of the group.

The financial statements are prepared in sterling (£) which is the functional currency of the company and rounded to the nearest £.

The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and are confident in raising sufficient funds in the upcoming fundraising to continue in operational existence for the foreseeable future. On this basis they continue to adopt the going concern basis of accounting in preparing these financial statements.

1.2

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value,over the useful economic life of that asset, over the period during which the related revenues aregenerated. Amortisation will be charged when the development is complete.

Investments in subsidiaries accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses.

Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the subsidiary arising before or after the date of acquisition.

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

1.5

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Other financial assets

Other financial assets, including trade debtors for goods sold to customers on short-term credit, are initially measured at the transaction price including transaction costs, and are subsequently measured at the transaction price plus transaction costs not yet recognised, cumulative interest income less repayments and impairment, where there is evidence of impairment.

Other financial liabilities

Other financial liabilities, including trade creditors, are initially measured at transaction price less transaction costs, and are subsequently measured at the transaction price less transaction costs not yet recognised in profit or loss and repayments plus cumulative interest expenses incurred.

Impairment of financial assets

At the end of each reporting period, the company assesses whether there is evidence of impairment of any financial assets, including investments, loans, trade debtors and cash. If there is evidence of impairment, impairment losses are recognised in the Profit and Loss account in that financial year.

1.6

Impairment of fixed assets

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Where the circumstances causing an impairment of an asset, other than goodwill, no longer apply, then the impairment is reversed through the profit and loss account. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated.

1.7

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.

Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

1.8

Research and development

Research expenditure is written off in the period in which it is incurred.

Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:

• It is technically feasible to complete the intangible asset so that it will be available for use or sale;

• There is the intention to complete the intangible asset and use or sell it;

• There is the ability to use or sell the intangible asset;

• The use or sale of the intangible asset will generate probable future economic benefits;

• There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and

• The expenditure attributable to the intangible asset during its development can be measured reliably.

Expenditure that does not meet the above criteria is expensed as incurred.

1.9

Share-based payment

Equity-settled share-based payment transactions entered into with employees of the subsidiary company are measured at fair value at the date of grant. The fair value is recognised as an addition to the company's investment in its subsidiary on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.

Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any investment not yet recognised is recognised immediately.

Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

Intangible assets

At 01 January 2024 and 31 December 2024

24,060

At 01 January 2024 and 31 December 2024

At 01 January 2024

24,060

At 31 December 2024

24,060

3.1

Movement in investments

Shares in group undertakings £

At 01 January 2024

18,428

At 31 December 2024

26,065

At 01 January 2024 and 31 December 2024

At 31 December 2023

18,428

At 31 December 2024

26,065

3.1.1

Subsidiaries, associates and other investments

Class of share

Percentage of shares held

Subsidiary undertakings

Elute Intelligence Limited

Ordinary

100

Additions during the year represents a capital contribution to the subsidiary in the form of the share-based payments as outlined in note titled Share-based payments.

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

Amounts falling due within one year

Amounts owed by group undertakings and undertakings in which the company has a participating interest

964,543

919,439

Other debtors

200

Creditors: amounts falling due within one year

Creditors: amounts falling due within one year comprise:

Trade Creditors

12,490

Other Creditors

83,524

42,655

Loans

552,000

452,000

Bank loans and overdrafts

The loans include share warrants, which entitle the lender (or holder of the warrant instrument) to exercise the warrants at any time following a fundraising event or upon an exit event. If neither event occurs, the warrants cannot be exercised, and the Company may be required to repay the loan in cash to the lender.

Creditors: amounts falling due after more than one year

Creditors: amounts falling due after more than one year comprise:

Other creditors

100,000

Share-based payments

Certain employees of Elute Intelligence Limited, a subsidiary of Elute Intelligence Holdings Limited, have been granted options to subscribe for shares in Elute Intelligence Holdings Limited under the share option shceme, as follows:

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

Details of the number and weighted average exercise prices (WAEP) of share options during the year are, as follows:

WAEP £

No.

WAEP £

No.

Outstanding at the beginning of the period

2.41

92,232

0.90

21,390

Granted during the period

2.87

70,842

Outstanding at the end of the period

92,232

The total expense recognised in profit or loss for the year is as follows:

Equity-settled share-based payments

7,637

7,636

The estimated fair values were calculated by applying Black-Scholes option pricing model. The model inputs were:

Share price at grant date

$3.57

Exercise price

$0.90

Expected volatility

70%

Expected life

10 years

Risk free interest rate

0.578%

Dividend yield

Called up share capital

Authorised

2024 Number

2023 Number

Ordinary shares of £0.001 each

708,418

Issued, called up and fully paid

2024 £

2023 £

Ordinary shares of £0.001 each

708

There are warranties attached to the loans as detailed in Note 5.

Advance subscription reserve

On 22 March 2024, M. Gerhard applied for 12,165 shares at a price of £4.11 per share for a total subscription price of £50,000.

ELUTE INTELLIGENCE HOLDINGS LIMITED

Financial Statements for the year ended 31 December 2024

NOTES TO THE FINANCIAL STATEMENTS

Related party transactions

At the year end loans totalling £552,000 (2023: £552,000) were due to Frontier IP Group, a shareholder of the company. £150,000 of the above loan was due for repayment on 31 December 2021. Interest has been charged daily at 1% above the base rate of the Bank of England from 1 January 2022. £227,000 of the above loan was due for repayment on 31 December 2022. Interest will be charged daily at 1% above the base rate of the Bank of England from 1 January 2023. £75,000 of the above loan was due for repayment on 31 December 2023. Interest will be charged daily at 1% above the base rate of the Bank of England from 28 March 2023 for £50,000 and from 24 April 2023 for £25,000. The balancing amount of £100,000 is due for repayment on 31 December 2025. The loan bears interest at 9% per annum.