Company registration number 14945978 (England and Wales)
ELEVAGE LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
PAGES FOR FILING WITH REGISTRAR
ELEVAGE LTD
CONTENTS
Page
Independent auditor's report
1 - 3
Profit and loss account
4
Balance sheet
5
Notes to the financial statements
6 - 9
ELEVAGE LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELEVAGE LTD
- 1 -
Opinion

We have audited the financial statements of Elevage Ltd (the 'company') for the period ended 30 June 2025 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its loss for the period then ended;

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

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

ELEVAGE LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELEVAGE LTD (CONTINUED)
- 2 -
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 identifie d material misstatements in the directors' r eport. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, 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 explanations we require for our audit; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor's 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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our knowledge and experience;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including Companies Act 2006, taxation legislation, data protection, anti-bribery and anti-money-laundering;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where applicable; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

ELEVAGE LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELEVAGE LTD (CONTINUED)
- 3 -

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims;

- reviewing relevant correspondence.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Other matters which we are required to address

There was no audit in the previous period ended 30 September 2024, therefore the corresponding figures are unaudited.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Rose (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited, Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
19 September 2025
ELEVAGE LTD
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 JUNE 2025
- 4 -
Period
Period
ended
ended
30 June
30 September
2025
2024
Notes
£
£
Turnover
-
-
Cost of sales
-
0
(51)
Gross profit/(loss)
-
(51)
Administrative expenses
(276,896)
(6,046)
Operating loss
(276,896)
(6,097)
Interest receivable and similar income
3,868
585
Loss before taxation
(273,028)
(5,512)
Tax on loss
-
0
-
0
Loss for the financial period
(273,028)
(5,512)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ELEVAGE LTD
BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 5 -
30 June 2025
30 September 2024
Notes
£
£
£
£
Current assets
Debtors
3
47,352
399
Cash at bank and in hand
389,345
68,640
436,697
69,039
Creditors: amounts falling due within one year
4
(143,237)
(2,551)
Net current assets
293,460
66,488
Capital and reserves
Called up share capital
6
2,000
2,000
Other reserves
7
570,000
70,000
Profit and loss reserves
(278,540)
(5,512)
Total equity
293,460
66,488

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

The financial statements were approved by the board of directors and authorised for issue on 19 September 2025 and are signed on its behalf by:
A. Bartholomew
D. Byfield
Director
Director
Company registration number 14945978 (England and Wales)
ELEVAGE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
- 6 -
1
Accounting policies
Company information

Elevage Ltd is a private company limited by shares incorporated in England and Wales. The registered office

is John Eccles House, Robert Robinson Avenue, Oxford, Oxfordshire, OX4 4GP.

1.1
Reporting period

The company presents a 9 month period to 30 June 2025, compared to the prior period of 12 months to 30 September 2024 and are therefore not entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

These financial statements for the period ended 30 June 2025 are the first financial statements of Elevage Ltd prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 19 June 2023. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

In accordance with the transitional exemption in section 35 of FRS 102, Elevage Ltd has elected to retain its accounting policies for reported assets, liabilities and equity before the date of transition to FRS 102.

1.3
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

ELEVAGE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 7 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

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

2
Employees

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

2025
2024
Number
Number
Total
-
0
-
0
3
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
47,352
399
ELEVAGE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 8 -
4
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
57,112
145
Amounts owed to group undertakings
79,425
1,106
Other creditors
6,700
1,300
143,237
2,551
5
Deferred taxation

The Company has £209,555 in carried forward losses (2024: £5,512). The net deferred tax asset would be £52,389 (2024: £1,378) based on a 25% tax rate being utilised. However, its not being recognised due to future profits being uncertain at the date of signing the accounts.

6
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Management shares of 1p each
200,000
200,000
2,000
2,000

Noting that on 15 September 2025 the Management shares were later renamed Sponsor shares.

7
Other reserves

In the year there was an advanced subscription of shares for £500,000 (2024: £70,000). This has been included within the other reserves. The amount of advanced subscriptions held at the end of the year is £570,000 (2024: £70,000).

The advanced subscriptions are to be converted into shares and are not refundable. No interest will accrue on any amounts paid towards advanced subscriptions.

8
Events after the reporting date

The Company is preparing to apply for re-registration as a public limited company. On 15 September 2025, the Company issued 4,800,000 Sponsor shares of £0.01 each at par, increasing the share capital to a total of £50,000 and thereby meeting the “authorised minimum” requirement for public limited companies under Section 763(1)(a) of the Companies Act 2006.

In addition, a further £23,000 in advance subscriptions have been received by the Company on the same terms as existing advance subscriptions.

9
Related party transactions

The company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent or any wholly owned subsidiary of the group.

ELEVAGE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 9 -
10
Controlling party

The immediate parent company as at the period end is Activequity Ltd.

The ultimate controlling party as at the period end is Mewstone Capital Ltd.

The registered office for both companies is John Eccles House, Robert Robinson Avenue, Oxford, England, OX4 4GP.

The companies are both registered in England and Wales.

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