ACCOUNTS - Final Accounts

Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:

Company registration number: 15492268

Embridge Holdings Ltd

Director's report and financial statements

For the year ended 31 December 2024

Coveney Nicholls Partnership LLP

Chartered Accountants & Statutory Auditor

The Old Wheel House

31/37 Church Street

Reigate

Surrey

RH2 0AD


Embridge Holdings Ltd

Company Information

Director	Emma Nicole O'brien (appointed 15 February 2024)


Registered number	15492268


Registered office	Kent Space Ebbsfleet Springhead Enterprise Park
	Springhead Road
	Northfleet
	Kent
	DA11 8HJ


Embridge Holdings Ltd

Contents

	Page
Director's report	1 - 2
Independent auditors' report	3 - 6
Consolidated statement of comprehensive income	7
Consolidated statement of financial position	8
Company statement of financial position	9
Consolidated statement of changes in equity	10
Company statement of changes in equity	11
Notes to the financial statements	12 - 25


Embridge Holdings Ltd

Director's report

For the year ended 31 December 2024

The director presents her report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Director's report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is 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 director is 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 director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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.

Director

The director who served during the year was:

Emma Nicole O'brien (appointed 15 February 2024)

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:

∙so far as she is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙she 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.

Auditors

The auditors, Coveney Nicholls Partnership LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

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

Page 1


Embridge Holdings Ltd

Director's report (continued)

For the year ended 31 December 2024

This report was approved by the board on 23 December 2025 and signed on its behalf.

Emma Nicole O'brien

Director

Page 2


Embridge Holdings Ltd

Independent auditors' report to the members of Embridge Holdings Ltd

Opinion

We have audited the financial statements of Embridge Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, 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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Page 3


Embridge Holdings Ltd

Independent auditors' report to the members of Embridge Holdings Ltd (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 director is 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Director's 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's 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 director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Group strategic report.

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 4


Embridge Holdings Ltd

Independent auditors' report to the members of Embridge Holdings Ltd (continued)

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:

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company and the legal and regulatory frameworks in which it operates, and identified the key laws and regulations that:

∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and

∙do not have a direct effect in the financial statements but compliance with which may be fundamental to the Company's ability to operate or avoid a material penalty. These included the company's operating licence, regulatory requirements and environmental regulations.

We communicated identified law and regulation throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentive and opportunities for fraudulent manipulation of the Financial Statements, including the risk of override of control(s), and determined that the principal risks were related to posting inappropriate journal entries, accelerated revenue recognition and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

∙Discussions with management, and obtaining written representations, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

∙Evaluation of management's controls designed to prevent and detect irregularities;

∙Tests of detail on revenue recognition and occurrence, particularly around the year end;

∙Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to revenue recognition; and

∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 5


Embridge Holdings Ltd

Independent auditors' report to the members of Embridge Holdings Ltd (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.

Jeffrey N Kelly (Senior statutory auditor)

for and on behalf of

Coveney Nicholls Partnership LLP

ACA

The Old Wheelhouse

31/37 Church Street

Reigate

Surrey

RH20AD

24 December 2025

Page 6


Embridge Holdings Ltd

Consolidated statement of comprehensive income

For the year ended 31 December 2024

	2024	2023
Note	£	£


Turnover	9,468,335	9,249,020
Cost of sales	(5,296,224)	(5,371,127)
Gross profit	4,172,111	3,877,893
Distribution costs	-	26,433
Administrative expenses	(3,507,895)	(3,258,133)
Operating profit	664,216	646,193
Interest receivable and similar income	101,083	92,636
Interest payable and similar expenses	(7,284)	(7,957)
Profit before tax	758,015	730,872
Tax on profit	(203,558)	(185,193)
Profit for the financial year	554,457	545,679

Profit for the year attributable to:
Non-controlling interest	-	-
Owners of the parent company	(554,457)	(545,679)
	(554,457)	(545,679)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 25 form part of these financial statements.

Page 7


Embridge Holdings Ltd Registered number:15492268

Consolidated statement of financial position

As at 31 December 2024

	2024	2023
Note	£	£

Fixed assets
Intangible assets	6	732,624	325,995
Tangible assets	7	138,991	156,470
		871,615	482,465
Current assets
Debtors: amounts falling due after more than one year	9	802,108	561,052
Debtors: amounts falling due within one year	9	1,677,653	2,258,898
Current asset investments		506,654	-
Cash at bank and in hand		978,485	1,423,542
		3,964,900	4,243,492
Creditors: amounts falling due within one year	10	(2,352,708)	(2,322,897)
Net current assets		1,612,192	1,920,595
Total assets less current liabilities		2,483,807	2,403,060
Creditors: amounts falling due after more than one year	11	(69,515)	(85,973)
Provisions for liabilities
Deferred tax		(34,748)	-
		(34,748)	-
Net assets		2,379,544	2,317,087

Capital and reserves
Called up share capital	84,000	-
Merger reserve	(83,900)	100
Profit and loss account	2,379,444	2,316,987
	2,379,544	2,317,087

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.

Emma Nicole O'brien

Director

The notes on pages 12 to 25 form part of these financial statements.

Page 8


Embridge Holdings Ltd Registered number:15492268

Company statement of financial position

As at 31 December 2024

	2024	2023
Note	£	£

Fixed assets
Investments	8	848,000	-
		848,000	-
Current assets
Current asset investments		506,654	-
Cash at bank and in hand		1,154	-
		507,808	-
Creditors: amounts falling due within one year		(500,600)	-
Net current assets		7,208	-
Total assets less current liabilities		855,208	-


Net assets		855,208	-

Capital and reserves
Called up share capital	84,000	-
Merger reserve	756,000	-
Profit and loss	15,208	-
	855,208	-

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.

Emma Nicole O'brien

Director

The notes on pages 12 to 25 form part of these financial statements.

Page 9


Embridge Holdings Ltd

Consolidated statement of changes in equity

For the year ended 31 December 2024

	Called up share capital	Merger reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 January 2023	-	100	2,046,175	2,046,275	2,046,275
Comprehensive income for the year
Profit for the year	-	-	545,679	545,679	545,679
Total comprehensive income for the year	-	-	545,679	545,679	545,679
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(280,000)	(280,000)	(280,000)
Equity settled share based payment	-	-	5,133	5,133	5,133
Total transactions with owners	-	-	(274,867)	(274,867)	(274,867)

At 1 January 2024	-	100	2,316,987	2,317,087	2,317,087
Comprehensive income for the year
Profit for the year	-	-	554,457	554,457	554,457
Total comprehensive income for the year	-	-	554,457	554,457	554,457
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(500,000)	(500,000)	(500,000)
Shares issued during the year	84,000	-	-	84,000	84,000
Arising on group reconstruction	-	(84,000)	-	(84,000)	(84,000)
Equity settled share based payment	-	-	8,000	8,000	8,000
Total transactions with owners	84,000	(84,000)	(492,000)	(492,000)	(492,000)
At 31 December 2024	84,000	(83,900)	2,379,444	2,379,544	2,379,544

The notes on pages 12 to 25 form part of these financial statements.

Page 10


Embridge Holdings Ltd

Company statement of changes in equity

For the year ended 31 December 2024

	Called up share capital	Merger reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	-	-	-	-

At 1 January 2024	-	-	-	-
Comprehensive income for the year
Profit for the year	-	-	507,208	507,208
Total comprehensive income for the year	-	-	507,208	507,208
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(500,000)	(500,000)
Shares issued during the year	84,000	-	-	84,000
Premium on shares issued during the year	-	756,000	-	756,000
Equity settled share based payment	-	-	8,000	8,000
Total transactions with owners	84,000	756,000	(492,000)	348,000
At 31 December 2024	84,000	756,000	15,208	855,208

The notes on pages 12 to 25 form part of these financial statements.

Page 11


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

1.	General information

Embridge Holdings Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales.
The address of the Company's registered office is Kent Space Ebbsfleet Springhead Enterprise Park, Springhead Road, Northfleet, Kent, United Kingdom, DA11 8HJ.

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 (see note 3).

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

The following principal accounting policies have been applied:

2.2

Basis of consolidation

July 2024 transaction
The Company was incorporated on 15 February 2024. The Company was otherwise dormant following incorporation. On 9 July 2024 the Company acquired 100% of the shares of Embridge Consulting (UK) Ltd from Emma & Ben O'Brien, in exchange for an issue of new shares in the Company to Embridge Holdings Ltd. No other consideration was paid as part of the transaction. Embridge Holdings Ltd is the parent company of a group, the principal activity of which is that of TBC.
The transaction was structured such that before and after the transaction, Emma & Ben O'Brien were 100% effective shareholders of Embridge Consulting (UK) Ltd. There has been no change in control of the legally acquired entity, and therefore the transaction is considered to be a common control transaction.
Management has applied the guidance in sections 19.27 to 19.33 of FRS 102 relating to group reconstructions. Merger accounting has therefore been applied to the legal acquisition of Embridge Consulting (UK) Ltd by the Company.
In essence, Embridge Consulting (UK) Ltd has been identified as the accounting acquirer and these consolidated financial statements presented as a continuation of Embridge Consutling (UK) Ltd's accounts, using the book values previously recorded in Embridge Consulting (UK) Ltd's accounts. The financial statements are therefore prepared on the basis that the new group headed by the Company had always been in existence (at both 31 December 2023 and 1 January 2023) and full comparatives of all consolidated primary statements and notes presented accordingly. Details of the companies comprising the Group are disclosed in note 8.
This represents a departure from the legal form, under which the Company would have been identified as the acquirer and Embridge Consulting (UK) Ltd’s assets and liabilities would have been

Page 12


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.2

Basis of consolidation (continued)

remeasured to fair value at the date of the acquisition and its income and expenditure brought into the consolidated accounts only as from that date.
Accounting for the transaction strictly by its legal form would not give a true and fair view because it would result in the financial statements portraying the Company as the acquirer, when in fact the shareholders of Embridge Consulting (UK) Ltd have retained control of the combined group. Applying the legal form would result in the loss of the financial history of Embridge Consulting (UK) Ltd.

Generally and ongoing
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 Balance sheet, 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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases

2.3

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.

Professional services
Professional services revenue is recognised inline with the staff time being incurred. To the extent there is unbilled recoverable time, this is recognised in accrued income at any point in time.
Managed services
Managed services are generally billed annually in advance. This is deferred and recognised in revenue in equal monthly installments across the service period.
Co-seller commission

Page 13


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.3

Revenue (continued)

The Company receives certain commission for selling on third party software products to end users. These are often multi-year commitments, with the commission paid to the Company in equal annual installments through the contract term. Once the initial contract is signed by the end user, the Company does not have to render any further services in return for its commision. The revenue is recognised in full at the point the initial contract is signed, with the balance of future commission payments due recognised in accrued income. To the extent that those future commission payments are due in more than 12 months, the outstanding amounts are recognised in debtors due in more than one year. The outstanding balances are discounted to present value, with the discount released through the income statement as finance income.

2.4

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

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

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.

Page 14


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.8

Share-based payments

The Group issues share-based payments to certain employees, including directors. These share-based payments are recognised in accordance with section 26 of FRS 102.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the group's estimate of the shares that will eventually vest, which involves making assumptions about the number of leavers over the vesting period. The vesting period is determined by the period of time the employees must remain in the Group’s employment before the rights to the shares transfer unconditionally to them.

2.9

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

2.10

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.

Page 15


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.11

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:

Long-term leasehold property	-	20%
Plant and machinery	-	20%
Motor vehicles	-	20%
Fixtures and fittings	-
Computer equipment	-	20%

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.

2.12

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 statement of comprehensive income 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.

2.13

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.

2.14

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.

2.15

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

Page 16


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.15

Creditors (continued)

amortised cost using the effective interest method.

2.16

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.

2.17

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.	Judgments in applying accounting policies and key sources of estimation uncertainty

As disclosed in note 2.2 above, the Company acquired 100% of Embridge Consulting (UK) Ltd on 9 July through issuing its own equity shares. The ultimate equity holders of Embrige Consulting (UK) Ltd remain unchanged pre and post transaction. Accordingly, management has applied the guidance in sections 19.27 to 19.33 of FRS 102 relating to group reconstructions. Merger accounting has therefore been applied to the legal acquisition of Embridge Consulting (UK) Ltd by the Company.
In essence, Embridge Consulting (UK) Ltd has been identified as the accounting acquirer and these consolidated financial statements presented as a continuation of Embridge Consulting (UK) Ltd’s accounts, using the book values previously recorded in Embridge Consulting (UK) Ltd's accounts. The financial statements are therefore prepared on basis that the new group headed by the Company had always been in existence (at both 31 December 2023 and 1 January 2023) and full comparatives of all consolidated primary statements and notes presented accordingly.
The alternative treatment would have been to adopt acquisition accounting which may have seen the Company identified as the accounting acquirer and Embridge Consulting (UK) Ltd’s assets and liabilities would have been remeasured to fair value at the date of the acquisition and its income and expenditure brought into the consolidated accounts only as from that date. It is not practical to quantify the effect on the financial statements this alternative treatment may have seen.

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

10,000

Page 17


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

Employees

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

	2024	2023
	No.	No.

Directors	1	1
Admin	69	68

	70	69

6.	Intangible assets
	Group and Company

	Development expenditure	Computer software	Total
	£	£	£
Cost
At 1 January 2024	678,372	31,672	710,044
Additions	473,309	-	473,309
Disposals	-	(1,549)	(1,549)
At 31 December 2024	1,151,681	30,123	1,181,804
Amortisation
At 1 January 2024	356,274	27,775	384,049
Charge for the year on owned assets	62,783	3,897	66,680
On disposals	-	(1,549)	(1,549)
At 31 December 2024	419,057	30,123	449,180
Net book value
At 31 December 2024	732,624	-	732,624
At 31 December 2023	322,098	3,897	325,995

Page 18


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

7.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	31,200	29,920	117,058	14,353	91,723	284,254
Additions	-	-	-	-	27,900	27,900
Disposals	-	(29,920)	-	-	-	(29,920)
At 31 December 2024	31,200	-	117,058	14,353	119,623	282,234
Depreciation
At 1 January 2024	8,320	27,445	10,706	14,169	67,144	127,784
Charge for the year on owned assets	6,240	2,475	-	184	20,421	29,320
Charge for the year on financed assets	-	-	16,059	-	-	16,059
Disposals	-	(29,920)	-	-	-	(29,920)
At 31 December 2024	14,560	-	26,765	14,353	87,565	143,243
Net book value
At 31 December 2024	16,640	-	90,293	-	32,058	138,991
At 31 December 2023	22,880	2,475	106,352	184	24,579	156,470

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Motor vehicles	90,293	106,352
	90,293	106,352

Page 19


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

8.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	848,000
	At 31 December 2024	848,000

	Net book value
	At 31 December 2024	848,000
	At 31 December 2023	-

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Embridge Consulting (UK) Limited

Suite 2046 Fleet House, Springhead Enterprise Park, Northfleet, Kent, England, DA11 8HJ.

Ordinary

100%

The subsidiary above was acquired as part of a group reorganisation further disclosed in note 2.2.

Page 20


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

9.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Prepayments and accrued income	802,108	561,052	-	-
	802,108	561,052	-	-

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

Due within one year
Trade debtors	1,065,951	1,133,607	-	-
Other debtors	2	287,413	-	-
Prepayments and accrued income	547,240	716,839	-	-
Tax recoverable	64,460	-	-	-
Deferred taxation	-	121,039	-	-
	1,677,653	2,258,898	-	-

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

Trade creditors	293,601	454,233	-	-
Amounts owed to group undertakings	-	-	500,600	-
Corporation tax	80,932	41,310	-	-
Other taxation and social security	361,139	341,280	-	-
Obligations under finance lease and hire purchase contracts	14,281	12,943	-	-
Other creditors	175,410	24,692	-	-
Accruals and deferred income	1,427,345	1,448,439	-	-
	2,352,708	2,322,897	500,600	-

Page 21


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

11.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Net obligations under finance leases and hire purchase contracts	69,515	85,973	-	-
	69,515	85,973	-	-

12.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	22,057	22,057
Between 1-5 years	78,126	100,183
	100,183	122,240

13.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	121,039	306,233
Charged to profit or loss	(155,787)	(185,193)
At end of year	(34,748)	121,040

Page 22


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

13.Deferred taxation (continued)

Company

	2024	2023

At end of year	-	-

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

Accelerated capital allowances	(34,748)	(39,118)	-	-
Tax losses carried forward	-	160,157	-	-
	(34,748)	121,039	-	-

The reversal of the deferred tax liabilities in the 12 months following the reporting period is not expected to be material.

14.	Director's advances, credits and guarantees

		2024
	Balance brought forward	Advances/(credits) to the directors	Amounts repaid	Balance outstanding
	£	£	£	£
Mrs E O'Brien	228,463	258,501	(500,000)	(13,036)
		2023
	Balance brought forward	Advances/(credits) to the directors	Amounts repaid	Balance outstanding
	£	£	£	£
Mrs E O'Brien	361,539	-	(133,076)	228,463

Page 23


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

15.	Share-based payments
	2023 In July 2023 Embridge Consulting (UK) Ltd (the Company's subsidiary) granted options over 200 ordinary shares to certain key employees. These options had an exercise price of £762.75 per option and are only exercisable if there is a future sale of the company for more than £15,000,000 in total. A sale for less than £15,000,000 would see the options lapse immediately. Similarly, if no sale has occured by July 2028 (the 5th anniversary of the grant date) then the options will also lapse. The valuation of these options has been determined using the Monte Carlo model to account for the market conditions. It has been determined that the options have a fair value of £120 each and it is estimated they will vest three years after the grant date. 2024 Following the group reorganisation explained in note 2.2 that resulted in the Company acquiring 100% of the shares of Embridge Consulting (UK) Ltd, the outstanding options were replaced with options over shares in the Company. In exchange for forfeiting the existing options, the option holders were granted options over 142,800 shares in the Company with an exercise price of £0.908035714 per share. No other terms were modified and the fair value is considered to be the same in total as the original grant.
		Weighted average exercise price (pence) 2024	Number 2024	Weighted average exercise price (pence) 2023	Number 2023

Outstanding at the beginning of the year	76,275	170		-
Granted during the year	90.803	142,800	76,275	170
Forfeited during the year	76,275	(170)		-
Outstanding at the end of the year	90.803	142,800	76,275	170

					2024	2023

Option pricing model used	Monte Carlo	Monte Carlo
Exercise price (pence)	90.803	76,275
Expected volatility	40.53%	40.53%
Expected dividend growth rate	4.92%	4.92%
Risk-free interest rate	3.70%	3.70%

					2024	2023
					£	£

	Equity-settled schemes	8,000	5,133
		8,000	5,133

Page 24


Embridge Holdings Ltd

Notes to the financial statements

For the year ended 31 December 2024

16.	Related party transactions
	Aside from the transactions with the directors disclosed in note 14 above, there are no related party transactions or balances to disclose.

17.	Controlling party

The Company is under the control of Emma Nicole O'Brien by virtue of her being the majority shareholder.

Page 25