ACCOUNTS - Final Accounts

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

Year ended

31 December

Period ended

31 December

Registered number: 13848864

COLLECTIVE GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

COLLECTIVE GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A Beilin
	F G A Destin
	B J Hay
	I Linshits (resigned 25 November 2024)
	Y Liu (appointed 25 November 2024, resigned 1 September 2025)


Registered number	13848864


Registered office	101 New Cavendish Street
	1st Floor South
	London
	United Kingdom
	W1W 6XH


Independent auditors	Harris & Trotter LLP
	Chartered Accountants & Statutory Auditors
	101 New Cavendish Street
	London
	W1W 6XH

COLLECTIVE GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Income Statement	9
Consolidated Statement of Comprehensive Income	10
Consolidated Statement of Financial Position	11 - 12
Company Statement of Financial Position	13
Consolidated Statement of Changes in Equity	14 - 15
Company Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17 - 18
Consolidated Analysis of Net Debt	19
Notes to the Financial Statements	20 - 37

COLLECTIVE GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report of the company and the group for the year ended 31 December 2024

Business review

In 2023, the company rebranded its trading name to "Onsi." The company continued to focus on providing insurance and benefits tailored to gig economy workers.
The Profit and Loss Statement, presented on page 9, shows a pre-tax loss of £3,588,991 for the year ended 31.12.2024, an improvement from a £5,720,461 loss in the period to 31.12.23. The growth in revenue of £4,431,364 was achieved with lower profit margins as the company focused on building key user metrics. The financial position deteriorated in this period, with net asset reaching £4,796,337 as on 31.12.2024, compared to net liabilities of £5,434,579 as at 31.12.2023.

Principal risks and uncertainties

The business faces several risks that could impact its operations and strategic objectives:
1. Insurance Market Dynamics: As insurance products remain core to Onsi, changes in the global insurance environment could influence purchasing trends.
2. Bulk Purchasing for Discounts: Onsi leverages bulk purchasing to offer discounts on various goods and services. A decrease in customer volume could impact the ability to secure these discounts.
3. Fraud: Our development team actively monitors fraudulent activities. While attempts to bypass security measures are ongoing, we continuously enhance our processes to mitigate this risk.
4. Cash Flow: As a venture capital-backed company pursuing growth, cash availability may impact potential expansion. The Board deems current cash levels sufficient to support the next growth phase, with ongoing monthly reviews.

Financial key performance indicators

A range of KPIs are regularly monitored to evaluate business performance, including Monthly Recurring Revenue (MRR), cash burn, Average Revenue per User (ARPU), Average Gross Profit per User (AGPPU), and marketing return on investment.
Cash burn remains a critical financial indicator, helping to guide spending, monitor progress, and assess funding needs.
In November 2024, the Group received an equity investment to support its ongoing strategic initiatives.
This reflects confidence in the Group's business model and its future growth potential.

Page 1

COLLECTIVE GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future Developments

In 2024, Onsi launched a new product called On Demand Pay, which enables workers to access their earned wages instantly, whenever they need them. This service addresses a critical need within the gig economy, where workers often face financial uncertainty due to irregular pay schedules. By offering immediate access to earned wages, On Demand Pay provides workers with greater financial flexibility and stability, empowering them to better manage their personal cash flow and reduce reliance on high-interest loans or payday advances.

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

B J Hay

Director

Date: 30 September 2025

Page 2

COLLECTIVE GROUP HOLDINGS LIMITED

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.

Directors

The directors who served during the year were:

A Beilin

F G A Destin

B J Hay

I Linshits (resigned 25 November 2024)

Y Liu (appointed 25 November 2024, resigned 1 September 2025)

Principal activity

Provision of insurance and benefits to the freelance sector.

Results and dividends

The loss for the year, after taxation, amounted to £3,589,435 (2023 - loss £5,473,333).

No dividends will be distributed for the period ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

COLLECTIVE GROUP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

Post balance sheet date, $8M was raised as consideration for a mixture of A1 shares and warrants.

Auditors

The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

B J Hay

Director

Date: 30 September 2025

Page 4

COLLECTIVE GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLLECTIVE GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of Collective Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.

Page 5

COLLECTIVE GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLLECTIVE GROUP HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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.

Page 6

COLLECTIVE GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLLECTIVE GROUP HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

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 an Auditors' 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 Group 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 an understanding of the legal and regulatory frameworks applicable to the Group and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006.
• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.

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 Auditors' Report.

Page 7

COLLECTIVE GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLLECTIVE GROUP HOLDINGS LIMITED (CONTINUED)

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 Auditors' 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.

Stephen Haffner (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants & Statutory Auditors

101 New Cavendish Street

London

W1W 6XH

30 September 2025

Page 8

COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

	Year ended 31 December	Period ended 31 December
	2024	2023
Note	£	£


Turnover	3	13,416,372	8,985,008
Cost of sales		(10,953,759)	(7,358,104)
Gross profit		2,462,613	1,626,904
Administrative expenses		(5,904,378)	(7,201,870)
Other operating income		178	-
Operating loss	4	(3,441,587)	(5,574,966)
Interest receivable and similar income	8	27,252	38,286
Interest payable and similar expenses	9	(174,656)	(183,781)
Loss before tax		(3,588,991)	(5,720,461)
Tax on loss	10	(444)	247,128
Loss for the financial year		(3,589,435)	(5,473,333)

Loss for the year attributable to:
Owners of the parent	(3,589,435)	(5,473,333)
	(3,589,435)	(5,473,333)

The notes on pages 20 to 37 form part of these financial statements.

Page 9

COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

				Year ended 31 December	Period ended 31 December
				2024	2023
				£	£

Loss for the financial year		(3,589,435)	(5,473,333)
Other comprehensive income
Currency translation differences		13,378	-
Convertible loan reserves		-	273,842
Equity-settled schemes	19	233,857	265,153
Other comprehensive income for the year/period		247,235	538,995
Total comprehensive income for the year		(3,342,200)	(4,934,338)

(Loss) for the year attributable to:
Owners of the parent Company	(3,589,435)	(5,473,333)
	(3,589,435)	(5,473,333)

Total comprehensive income attributable to:
Owners of the parent Company	(3,342,200)	(4,934,338)
	(3,342,200)	(4,934,338)

The notes on pages 20 to 37 form part of these financial statements.

Page 10

COLLECTIVE GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13848864

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	11		32,027		36,210
Tangible assets	12		36,714		58,313
			68,741		94,523
Current assets
Debtors: amounts falling due within one year	14	2,414,717		1,715,208
Cash at bank and in hand	15	4,175,281		4,677,433
		6,589,998		6,392,641
Creditors: amounts falling due within one year	16	(1,862,402)		(11,921,743)
Net current assets/(liabilities)			4,727,596		(5,529,102)
Total assets less current liabilities			4,796,337		(5,434,579)
Provisions for liabilities
Net assets excluding pension asset			4,796,337		(5,434,579)
Net assets/(liabilities)			4,796,337		(5,434,579)

Capital and reserves
Called up share capital	17	488	341
Share premium account	18	9,777,117	16,833
Equity-settled scheme reserve	19	838,067	616,547
Foreign exchange reserve	18	13,378	-
Equity warrant reserve	18	4,398,959	-
Convertible loan reserve	18	-	573,937
Merger reserve	18	9,247,062	9,247,062
Profit and loss account	18	(19,478,734)	(15,889,299)
Equity attributable to owners of the parent Company		4,796,337	(5,434,579)
		4,796,337	(5,434,579)

Page 11

COLLECTIVE GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13848864

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.

B J Hay

Director

The notes on pages 20 to 37 form part of these financial statements.

Page 12

COLLECTIVE GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13848864

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	13		491		342
			491		342
Current assets
Debtors: amounts falling due within one year	14	13,692,003		10,516,833
		13,692,003		10,516,833
Creditors: amounts falling due within one year	16	(17,001)		(10,212,941)
Net current assets			13,675,002		303,892
Total assets less current liabilities			13,675,493		304,234


Net assets excluding pension asset			13,675,493		304,234
Net assets			13,675,493		304,234

Capital and reserves
Called up share capital	17		488		341
Share premium account	18		9,777,117		16,833
Equity-settled scheme reserve	19		838,067		616,547
Equity warrant reserve	18		4,398,959		-
Convertible loan reserve	18		-		573,937
Profit and loss account brought forward		(903,424)		(434,490)
Loss for the year		(435,714)		(468,934)
Profit and loss account carried forward			(1,339,138)		(903,424)
			13,675,493		304,234

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.

B J Hay

Director

The notes on pages 20 to 37 form part of these financial statements.

Page 13


		COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Equity-settled scheme reserve	Equity warrant reserve	Foreign exchange reserve	Convertible loan reserve	Merger reserve	Profit and loss account
	£	£	£	£	£	£	£	£
At 1 February 2023	341	-	351,394	-	-	300,095	9,247,062	(10,415,966)

Loss for the period	-	-	-	-	-	-	-	(5,473,333)
Movement in the year	-	-	265,153	-	-	273,842	-	-
Shares issued during the period	-	16,833	-	-	-	-	-	-

								Total equity
								£
At 1 February 2023								(517,074)

Loss for the period								(5,473,333)
Movement in the year								538,995
Shares issued during the period								16,833

At 1 January 2024	341	16,833	616,547	-	-	573,937	9,247,062	(15,889,299)

Loss for the year	-	-	-	-	-	-	-	(3,589,435)
Movement in the year	-	-	233,857	-	13,378	-	-	-
Shares issued during the year	147	9,174,010	-	-	-	-	-	-
Transfer between reserves	-	586,274	(12,337)	-	-	(573,937)	-	-
Share warrants issued during the year	-	-	-	4,398,959	-	-	-	-

Page 14


		COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

At 31 December 2024	488	9,777,117	838,067	4,398,959	13,378	-	9,247,062	(19,478,734)

At 1 January 2024								(5,434,579)

Loss for the year								(3,589,435)
Movement in the year								247,235
Shares issued during the year								9,174,157
Transfer between reserves								-
Share warrants issued during the year								4,398,959
At 31 December 2024								4,796,337

The notes on pages 20 to 37 form part of these financial statements.

Page 15


		COLLECTIVE GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Equity-settled scheme reserve	Equity warrant reserve	Convertible loan reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£
At 1 February 2023	341	-	351,394	-	300,095	(434,490)	217,340

Loss for the period	-	-	-	-	-	(468,934)	(468,934)
Movement in the year	-	-	265,153	-	273,842	-	538,995
Shares issued during the period	-	16,833	-	-	-	-	16,833

At 1 January 2024	341	16,833	616,547	-	573,937	(903,424)	304,234

Loss for the year	-	-	-	-	-	(435,714)	(435,714)
Movement in the year	-	-	233,857	-	-	-	233,857
Shares issued during the year	147	9,174,010	-	-	-	-	9,174,157
Transfer between reserves	-	586,274	(12,337)	-	(573,937)	-	-
Share warrants issued during the year	-	-	-	4,398,959	-	-	4,398,959
At 31 December 2024	488	9,777,117	838,067	4,398,959	-	(1,339,138)	13,675,493

The notes on pages 20 to 37 form part of these financial statements.

Page 16

COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(3,589,435)	(5,473,333)
Adjustments for:
Amortisation of intangible assets	4,383	-
Depreciation of tangible assets	30,671	31,455
Profit on disposal of tangible assets	(178)	-
Interest paid	174,657	-
Interest received	(27,252)	(38,286)
Taxation charge	-	(247,128)
(Increase) in debtors	(699,505)	(535,814)
Increase in creditors	255,817	404,874
Equity-settled schemes movement	233,857	-
Corporation tax received	-	479,430
Foreign exchange	13,504	-
Net cash generated from operating activities	(3,603,481)	(5,378,802)

Cash flows from investing activities
Purchase of tangible fixed assets	(9,656)	(2,780)
Sale of tangible fixed assets	433	-
Interest received	27,252	38,286
Net cash from investing activities	18,029	35,506
Cash flows from financing activities
Issue of ordinary shares	3,083,300	-
New secured loans	-	2,726,158
Share Premium	-	16,833
Equity-settled schemes movement	-	265,153
Convertible loan equity movement	-	273,842
Net cash used in financing activities	3,083,300	3,281,986
Net (decrease) in cash and cash equivalents	(502,152)	(2,061,310)

Page 17

COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash and cash equivalents at beginning of year	4,677,433	6,738,743
Cash and cash equivalents at the end of year	4,175,281	4,677,433

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,175,281	4,677,433
	4,175,281	4,677,433

The notes on pages 20 to 37 form part of these financial statements.

Page 18

COLLECTIVE GROUP HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	Other non-cash changes	At 31 December 2024
£	£	£	£

Cash at bank and in hand	4,677,433	(502,152)	-	4,175,281
Bank overdrafts	(415)	415	-	-
Debt due within 1 year	(9,926,063)	-	9,926,063	-
	(5,249,045)	(501,737)	9,926,063	4,175,281

The notes on pages 20 to 37 form part of these financial statements.

Page 19

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Collective Group Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 20

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 21

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Interest income

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

2.7

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.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Taxation

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 and the Group operate and generate income.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

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.

Page 22

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

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:

				Plant and machinery	-	25%	Straight line
				Computer equipment	-	25%	Straight line

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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Income Statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.14

Debtors

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.

2.15

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 23

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The

Page 24

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Financial instruments (continued)

impairment reversal is recognised in the profit or loss.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 25

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Sales	13,416,372	8,985,008
	13,416,372	8,985,008

The company has not broken down turnover by geographical location as the directors consider it prejudicial to the interests of the company.

Page 26

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exchange differences	85,137	24,640
	Other operating lease rentals	272,967	237,493

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

27,000

20,000

Page 27

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	3,466,071	4,422,462
Social security costs	347,212	473,550
Cost of defined contribution scheme	42,801	55,751
	3,856,084	4,951,763

The average monthly number of employees, including the directors, during the year was as follows:

	Year ended 31 December	Period ended 31 December
	2024	2023
	No.	No.

Employees	42	64

7.	Directors' remuneration

The highest paid director received remuneration of £175,000 (2023 - £157,500).

	Other interest receivable	27,252	38,286
		27,252	38,286

Page 28

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Other loan interest payable	174,656	183,781
		174,656	183,781

Corporation tax
Current tax on profits for the year	444	(247,128)
	444	(247,128)

Total current tax	444	(247,128)

	Deferred tax
	Total deferred tax	-	-


		444	(247,128)

Page 29

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(3,588,991)

(5,252,185)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(906,625)	(1,313,046)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	78,378	8,289
Capital allowances for year/period in excess of depreciation	6,230	31,385
Unrelieved tax losses carried forward	822,461	1,273,372
Research and development tax relief claim	-	(247,128)
Total tax charge for the year/period	444	(247,128)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 30

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets
	Group and Company

		Trademarks
		£
	Cost
	At 1 January 2024	41,828
	At 31 December 2024	41,828
	Amortisation
	At 1 January 2024	5,618
	Charge for the year on owned assets	4,183
	At 31 December 2024	9,801
	Net book value
	At 31 December 2024	32,027
	At 31 December 2023	36,210

Page 31

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Plant and machinery	Computer equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	24,180	96,721	120,901
Additions	-	9,374	9,374
Disposals	-	(1,175)	(1,175)
At 31 December 2024	24,180	104,920	129,100
Depreciation
At 1 January 2024	10,830	51,758	62,588
Charge for the year on owned assets	6,045	24,617	30,662
Disposals	-	(864)	(864)
At 31 December 2024	16,875	75,511	92,386
Net book value
At 31 December 2024	7,305	29,409	36,714
At 31 December 2023	13,350	44,963	58,313

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	342
	Additions	149
	At 31 December 2024	491

Page 32

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Collective Society Ltd	101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH	Ordinary	100%
Collective Benefits Ltd	101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH	Ordinary	100%
Collective Europe Holdings BV	Nieuwezijds Voorburgwal 162, 1012 SJ, Amsterdam, Netherlands	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Collective Society Ltd	(7,830,932)	(2,652,650)
Collective Benefits Ltd	1	-
Collective Europe Holdings BV	1	-

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Collective Denmark APS	Buddingevej 99, 2800 Kongens Lyngby, Denmark	Ordinary	100%
	Collective Netherlands BV	Nieuwezijds Voorburgwal 162, 1012 SJ, Amsterdam, Netherlands	Ordinary	100%

Page 33

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Collective Denmark APS	44,987	1,588
	Collective Netherlands BV	(1,088,775)	(539,275)

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	725,956	438,085	-	-
Amounts owed by group undertakings	-	-	13,692,003	10,516,833
Other debtors	249,566	136,330	-	-
Prepayments and accrued income	1,197,408	899,006	-	-
Tax recoverable	241,787	241,787	-	-
	2,414,717	1,715,208	13,692,003	10,516,833

15.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

Cash at bank and in hand	4,175,281	4,677,433
Less: bank overdrafts	-	(415)
	4,175,281	4,677,018

Page 34

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	-	415	-	-
Other loans	-	9,926,063	-	9,926,063
Trade creditors	427,801	130,275	-	-
Amounts owed to group undertakings	-	-	1	1
Corporation tax	444	-	-	-
Other taxation and social security	118,207	197,113	-	-
Other creditors	101,748	70,492	-	-
Accruals and deferred income	1,214,202	1,597,385	17,000	286,877
	1,862,402	11,921,743	17,001	10,212,941

17.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,080,905 (2023 - 1,080,102) Ordinary shares of £0.0001 each	108.09	108.01
415,334 (2023 - 0 ) A1 shares of £0.0001 each	41.53	-
1,057,583 (2023 -0 ) A2 shares of £0.0001 each	105.76	-
462,284 (2023 - 462,284) Seed-1 shares of £0.0001 each	46.23	46.23
944,423 (2023 - 944,423) Seed-2 shares of £0.0001 each	94.44	94.44
922,987 (2023 - 922,987) Seed-3 shares of £0.0001 each	92.30	92.30

	488.35	340.98

During the year, the Company converted loan amounting to £6,664,689 into 1,057,583 A2 shares of £0.0001 each. Further, the Company issued 415,334 A1 shares of £0.0001 each at a premium of £ 3,079,286 and 803 Ordinary shares of £0.0001 each at the exercise price of £4.998 pursuant to share option scheme.

18.

Reserves

Share premium account

The significant increase in the share premium balance during the year is primarily due to the conversion of a convertible loan into equity, as well as new shares issued, in line with standard accounting treatment. Share capital has been recorded at its nominal value, with the excess of the issue price over the nominal value allocated to the share premium account.

Page 35

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Share-based payments
	The company operates an employee share option plan; 186,729 options have been granted for the year ended 31 December 2024 (2023: 42,659).
		Weighted average exercise price (pence) 2024	Number 2024	Weighted average exercise price (pence) 2023	Number 2023

Outstanding at the beginning of the year		180,550		252,025
Vested during the year		(91,577)		(100,044)
Granted during the year	218	186,729	268	42,659
Cancelled during the year		(54,313)		(14,090)
Expired during the year		(738)		-
Outstanding at the end of the year		220,651		180,550

					2024	2023

Option pricing model used	Black Scholes	Black Scholes
Weighted average share price (pence)	218	268
Exercise price (pence)	0.01	0.01
Weighted average contractual life (years)	4	4
Expected volatility	70%	70%
Risk-free interest rate	0.20%	0.20%

					2024	2023
					£	£

	Equity-settled schemes	838,067	616,547
		838,067	616,547

20.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £42,801 (2023 - £55,751).
Contributions totaling £9,896 (2023 - £22,865) were payable to the fund at the balance sheet date and are included within other creditors.

Page 36

COLLECTIVE GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.

Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

22.	Post balance sheet events

Post balance sheet date, $8M was raised as consideration for a mixture of A1 shares and warrants.

23.	Controlling party

A Beilin is the ultimate controlling party by virtue of his shareholding.

Page 37