ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Financial Statements

Elements Communications Ltd

For the year ended 31 December 2024

Registered number: 05250455


Elements Communications Ltd

Company Information

Directors	Howard Beggs
	Craig Kennedy
	Deesha Majithia


Company secretary	Erin Lane


Registered number	05250455


Registered office	Eastcastle House
	27/28 Eastcastle Street
	London


Independent auditor	Grant Thornton
	Chartered Accountants & Statutory Auditors
	13-18 City Quay
	Dublin 2
	Ireland


Bankers	Citibank N.A. London
	Canada SQ Service CTR
	Citigroup CTR 25
	London
	United Kingdom
	E14 5LB


Elements Communications Ltd

Contents

	Page
Directors' report	1 - 2
Directors' responsibilities statement	3
Independent auditor's report	4 - 7
Statement of comprehensive income	8
Statement of financial position	9
Statement of changes in equity	10
Notes to the financial statements	11 - 22


Elements Communications Ltd

Directors' report

For the year ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The profit for the year, after taxation, amounted to £1,369,373 (2023: £1,109,616).

The directors have proposed a dividend of £Nil in the subsequent year (2023: £Nil).

The Company has paid a dividend of £Nil during the year (2023: £2,500,000).

Directors

The directors who served during the year were:

Howard Beggs

Craig Kennedy

Deesha Majithia

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

On 21 February 2025, the shareholder of the Group agreed to sell 100% of the shares in the Company to Tribe Bidco Limited, a special purpose vehicle incorporated by TA Associates.

There are no other subsequent events that will require adjustment or disclosure in the Company’s financial statements.

Auditor

The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1


Elements Communications Ltd

Directors' report (continued)

For the year ended 31 December 2024

This report was approved by the board and signed on its behalf.

................................................

Howard Beggs

Director

Date: 9 July 2025

Page 2


Elements Communications Ltd

Directors' responsibilities statement

For the year ended 31 December 2024

The directors are responsible for preparing the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 to 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.

On behalf of the board

...........................................

Howard Beggs

Director

Date: 9 July 2025

Page 3

Independent auditor's report to the members of Elements Communications Ltd

Opinion

We have audited the financial statements of Elements Communications Ltd, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 December 2024, and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the 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, Elements Communications Ltd's financial statements:

∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 the date 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.

Page 4

Independent auditor's report to the members of Elements Communications Ltd (continued)

Other information

Other information comprises the information included in the annual report, other than the financial statements and our Auditor's report thereon, including the Directors' report . The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report for the year 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report .

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 take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.

Page 5

Independent auditor's report to the members of Elements Communications Ltd (continued)

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor 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 their 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.

A further description of an auditor's 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 auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with data protection and Employment laws, Health and Safety Regulation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulation that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and UK tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

Page 6

Independent auditor's report to the members of Elements Communications Ltd (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

In response to these principal risks, our audit procedures included but were not limited to:

∙inquiries of management and board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;

∙inspection of the Company’s regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;

∙gaining an understanding of the internal controls established to mitigate risk related to fraud;

∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;

∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

∙challenging assumptions and judgements made by management in their significant accounting estimates, including useful lives of depreciable assets and estimating allowance for impairment of debtors; and

∙review of the financial statements disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

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.

Tracey Sullivan (Senior Statutory Auditor)

for and on behalf of

Grant Thornton

Chartered Accountants

& Statutory Auditors

13 - 18 City Quay
Dublin 2

Date: 16 July 2025

Page 7


Elements Communications Ltd

Statement of comprehensive income

For the year ended 31 December 2024

	2024	2023
Note	£	£


Turnover	4	8,578,145	8,623,293
Cost of sales		(45,124)	(554,945)
Gross profit		8,533,021	8,068,348
Administrative expenses		(6,953,487)	(6,681,547)
Operating profit	5	1,579,534	1,386,801
Interest receivable and similar income	7	12,562	1,629
Interest payable and similar expenses		(26,366)	(22,111)
Profit before tax		1,565,730	1,366,319
Tax on profit	8	(196,357)	(256,703)
Profit for the year		1,369,373	1,109,616

All amounts relate to continuing operations.
There was no other comprehensive income for 2024 (2023: £Nil).

The notes on pages 11 to 22 form part of these financial statements.

Page 8


Elements Communications Ltd Registered number:05250455

Statement of financial position

As at 31 December 2024

		2024		2023
Note		£		£

Fixed assets
Investments	9		100		100
			100		100
Current assets
Debtors: amounts falling due within one year	10	3,617,619		4,081,959
Cash at bank and in hand	11	1,346,671		636,558
		4,964,290		4,718,517
Current liabilities
Creditors: amounts falling due within one year	12	(2,438,423)		(3,554,866)
Net current assets			2,525,867		1,163,651
Total assets less current liabilities			2,525,967		1,163,751
Provisions for liabilities
Deferred tax	13	-		(7,157)
			-		(7,157)
Net assets			2,525,967		1,156,594

Capital and reserves
Called up share capital	14	1	1
Profit and loss account	15	2,525,966	1,156,593
Shareholders' funds		2,525,967	1,156,594

The Company's financial statements have been prepared in accordance with the provisions applicable to entities 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:

................................................

Howard Beggs

Director

Date: 9 July 2025

The notes on pages 11 to 22 form part of these financial statements.

Page 9


Elements Communications Ltd

Statement of changes in equity

For the year ended 31 December 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	1	1,156,593	1,156,594

Profit for the year	-	1,369,373	1,369,373
At 31 December 2024	1	2,525,966	2,525,967

Statement of changes in equity

For the year ended 31 December 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	1	2,546,977	2,546,978

Profit for the year	-	1,109,616	1,109,616
Dividends: Equity capital	-	(2,500,000)	(2,500,000)
At 31 December 2023	1	1,156,593	1,156,594

The notes on pages 11 to 22 form part of these financial statements.

Page 10


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

1.	General information

Elements Communications Ltd is a company limited by shares which is registered and incorporated in the United Kingdom with a registered office at Eastcastle House, 27/28 Eastcastle Street, London. The principal activity of the Company in the year under review is the provision of medical education and communications to the global healthcare sector.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment

∙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 paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations

∙the requirement of paragraph 24(b) of IFRS 6 Exploration for and Evaluation of Mineral Resources to disclose the operating and investing cash flows arising from the exploration for and evaluation of mineral resources

∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers

∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total

∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 118(e) of IAS 38 Intangible Assets;

- paragraphs 76 and 79(d) of IAS 40 Investment Property; and

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

Page 11


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions (continued)

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

This information is included in the consolidated financial statements of Clanwilliam Headquarters Limited as at 31 December 2024 and these financial statements may be obtained from the Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 2.

2.3

Impact of new international reporting standards, amendments and interpretations

New standards adopted as at 1 January 2024
Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted do not have a significant impact on the Company’s financial results or position.

∙Lease liability in Sale and Leaseback (Amendments to IFRS 16 Leases)

∙Classification of liabilities as Current or Non-Current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements)

∙Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures

∙Supplier Finance Arrangements

2.4

Revenue

Revenue arises mainly from management service charges charged to other group companies.
To determine whether to recognise revenue, the company follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is recognised either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers. The Company recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in the statement of financial position. Similarly, if the company satisfies a performance obligation before it receives the consideration, the company recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.

Page 12


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.4

Revenue (continued)

Contracts with multiple performance obligations
Many of the Company's contracts comprise a variety of performance obligations including, but not limited to, hardware, software, elements of design and customisation, after-sales services, and installation. Under IFRS 15, the company must evaluate the separability of the promised goods or services based on whether they are ‘distinct’. A promised good or service is ‘distinct’ if both:

∙the customer benefits form the item either on its own or together with other readily available resources, and

∙it is ‘separately identifiable’ (i.e. the company does not provide a significant service integrating, modifying or customising it).

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Page 13


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.7

Current and deferred taxation (continued)

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.

2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Office equipment	-	33%
				Computer equipment	-	33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.9

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Page 14


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.9

Financial instruments (continued)

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Page 15


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.9

Financial instruments (continued)

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at fair value through other comprehensive income. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime expected credit losses for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime of expected credit losses represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 16


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.12

Cash and cash equivalents

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.

2.13

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements management prepares a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

Useful lives of depreciable assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as value assessments consider future market conditions, the remaining life of the asset and projected disposal value.

Allowances for impairment of trade debtors

The Company estimates the allowance for doubtful trade debtors based on assessment of specific accounts where the Company has objective evidence comprising default in payment terms or significant financial difficulty that certain customers are unable to meet their financial obligations. In these cases, judgment used was based on the best available facts and circumstances including but not limited to, the length of relationship.

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Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

	Sales	8,578,145	8,623,293

All turnover arose within the United Kingdom.

	Depreciation of tangible fixed assets	-	1,754
	Exchange differences	4,381	12,685

Employees

The Company has no employees other than directors, who did not receive any remuneration (2023: £Nil)

7.	Interest receivable
		2024	2023
		£	£

Other interest receivable

12,562

1,629

Corporation tax
Current tax on profits for the year	128,000	256,703
Adjustments in respect of previous periods	75,514	-

Deferred tax

(7,157)


	Tax on profit	196,357	256,703

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Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

8.Taxation (continued)

Profit on ordinary activities before tax

1,565,730

1,366,319

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	391,433	321,085
Effects of:
Capital allowances for year in excess of depreciation	(253)	122
Other timing differences	-	(40,860)
Adjustment in respect of previous period	75,514	-
Group relief	(263,180)	(23,644)
Write-off of deferred tax liabilities	(7,157)	-
Total tax charge for the year	196,357	256,703

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

9.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	100
	At 31 December 2024	100

	Net book value
	At 31 December 2024	100
	At 31 December 2023	100

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Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

10.	Debtors: Amounts falling due within one year

					2024	2023
					£	£


Trade debtors	2,241,403	2,284,226
Amounts owed by group undertakings	-	(1,051)
Other debtors	87,983	316,195
Prepayments and accrued income	1,288,233	1,482,589
	3,617,619	4,081,959

All balances are recoverable within one year.
Amounts owed by group undertaking are unsecured and repayable on demand. Interest was charged between 4.7% and 5.2%.

11.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	1,346,671	636,558

12.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	30,854	114,165
Amounts owed to group undertakings	413,910	1,631,667
Corporation tax	128,000	256,703
Other creditors	-	370
Accruals and deferred income	1,865,659	1,551,961
	2,438,423	3,554,866

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Glas Trust Corporation Limited hold a fixed and floating charge over the assets of the Company.

Page 20


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

13.	Deferred taxation

		2024
		£

	At beginning of year	(7,157)
	Charged to profit or loss	7,157
	At end of year	-

The deferred taxation balance is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances

(7,157)

14.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary share of £1.00	1	1

15.

Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.

16.	Related party transactions
	The Company has availed itself of the exemption under Financial Reporting Standard 101 section 8(k) not to give details of related party transactions with fellow group companies as they are 100% controlled by a UK Investment Holding Trust.

17.	Post balance sheet events

On 21 February 2025, the shareholder of the Group agreed to sell 100% of the shares in the Company to Tribe Bidco Limited, a special purpose vehicle incorporated by TA Associates.

There are no other subsequent events that will require adjustment or disclosure in the Company's financial statements.

Page 21


Elements Communications Ltd

Notes to the financial statements

For the year ended 31 December 2024

18.	Controlling party

The immediate controlling party is Obsidian Healthcare Group Limited., a company incorporated in the United Kingdom.

The smallest and largest consolidated financial statements presented are that of Clanwilliam Headquarters Limited. They are publicly available from the Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1.

Clanwilliam Headquarters Limited is owned by a UK trust called The Clanwilliam Group Trust. M H Steven Wilson is the sole trustee and is the ultimate controlling party.

On 21 February 2025, the shareholder of the Group agreed to sell 100% of the shares in the Company to Tribe Bidco Limited, a special purpose vehicle incorporated by TA Associates.

19.	Change in accounting policy

The prior year financial statements have been prepared under Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland (previous GAAP). For the purpose of transition from previous GAAP to FRS 101, the Company has followed the guidance prescribed under IFRS 1, First-time Adoption of International Financial Reporting Standards, with effect from 1 January 2024 (“transition date”). At the date of transition to FRS 101, it did not result in significant differences from previous GAAP.

Page 22