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Registration number: 12333744

Two Elle Group Ltd
Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2024

Two Elle Group Ltd

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 10
Paragraph | 9
Consolidated Profit and Loss Account | 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Balance Sheet | 13
Balance Sheet | 14
Consolidated Statement of Changes in Equity | 15
Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17
Statement of Cash Flows | 18
Notes to the Financial Statements | 19 to 37

Two Elle Group Ltd

Company Information

Directors | Ms Linda Garbarino Mr Stefano Camponovo Mr Filippo Tenderini

Company secretary | Lea Secretaries Limited

Registered office | 45 Pont Street London SW1X 0BD

Auditors | Cocke, Vellacott & Hill Unit 15 City Business Centre Lower Road London SE16 2XB

Two Elle Group Ltd

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is that of a holding company. The principal activity of the Company is holding of investments in different countries: mainly in United Kingdom and also in Switzerland, France and Italy. The principal investments are the companies Tendercapital Limited, a United Kingdom investment company who manage principally two umbrella funds based in Ireland, [Tendercapital Funds Plc and Tendercapital Alternative Funds (AIF)] and Tendercapital Suisse SA. It provides also a range of advisory services for other umbrella funds and institutional investor, and general other business such as film rights and distribution, buying and selling of horses and real estate.
Business Review and Financial Performance
In 2024, the global macroeconomic landscape remained volatile due to uncertainty related to ongoing geopolitical tensions (such as the war between Russia and Ukraine, Israel/Palestinian conflict, and US tariffs and some reciprocal arrangements). Inflation persisted across key regions, particularly in the UK and the Eurozone, prompting central banks to continue to maintain tight monetary policies. These conditions presented both risks and opportunities to the Group’s operations, which are international and diversified by sector.
The Group’s revenue decreased materially in 2024, falling to just over £10.6 million from £11.6 million in the prior year. This decline is seen to be a reflection of reduced consumer confidence towards the back-end of the year in the UK economy as a whole. Despite this, gross profit improved from £6.3 million to £7.8 million reflecting management's close monitoring of business performance and its ability to take appropriate action to maintain margins as deemed necessary.
Administrative costs increased substantially, reflecting a combination of factors including higher professional and consultancy fees, elevated regulatory expenses, and exceptional administrative charges. Amortisation and impairment costs, especially those associated with intangible assets such as film rights and goodwill, also weighed heavily on the income statement. As a result, the Group posted an operating profit of £77,867 (2023 - £132,554). After accounting for finance costs and taxation, the consolidated net loss for the year stood at £239,400 (2023 - £298,022).
On the balance sheet, the Group maintained a strong asset base as a result of historic targeted investments in the development of intangible assets, acquisitions of investment property and additions of tangible fixed asset additions. Consequently, fixed assets continue to stand at approximatley £5.4 million.
Trade receivables decreased and is considered to be largely in-line with the fall in sales for the year, with year-end trade debtor balance standing at £2.4 million (2023 - £3.2 million). Other receivables increased by £1.1 million to £1.3 million (2023 - £194k) driven predominately by the increase in amounts owed by related parties. Meanwhile, cash at bank decreased by £806,209 reflecting the extension of intra-group financial support.
On the liabilities side, short-term creditors remained relatively stable between years at £8.1 million (2023 - £8.4 million). This slight decrease was largely attributable to the impact of temporary timing differences in intercompany accounts, operational expenses, accruals and tax-related liabilities year-on-year.
Additions to investment property during the year marks a continual commitment in the Group's strategic move to diversify income streams. This asset, valued at approximately £1 million, is expected to generate either rental income or capital gains in future periods, contributing positively to the Group’s financial stability.
The Group continues to evaluate opportunities to further acquire film and distribution rights, in particular in the international licensing of independent film titles.
Furthermore, the Group engaged in the buying and selling of equine assets, specifically focusing on thoroughbred horses for sport and breeding purposes. This activity continues to yield modest gains in 2024, and it is anticipated higher margins will be delivered in subsequent years due to an appreciation in asset values and increased market interest.
In the real estate trading division, the Group executed a number of profitable transactions involving residential and mixed-use properties. These activities provided short-term capital gains, and supported the Group’s objective of generating cash flow through asset rotation. The combination of rental income, sale of properties, and long-term capital appreciation is central to the Group’s real estate strategy going forward.
Cash Flow and Liquidity
During to changing working capital requirements, the Group reporting net cash outflows from operating activities of approximately £350k. Overall, cash reserves declined due to further outflows in investing and financing activities. These included the purchase of new fixed assets, further loans to group companies, and acquisitions. Despite the net decrease in cash, the Group retains adequate liquidity to meet foreseeable obligations, with closing cash balances exceeding £1.3 million.
Risks and Uncertainties
The Group remains exposed to certain key risks. Currency fluctuations pose a notable risk due to the international nature of its investments and operations, particularly those denominated in Euros and Swiss Francs. Geopolitical developments, including ongoing challenges arising from Brexit, continue to affect operations in European jurisdictions. The prior period audit report issued was qualified for the year ended 31 December 2023. The reasons for this was due to the independent auditor being appointed after the reporting date and was unable to satify themselves with the quantity and valuation of inventory, therefore. Furthermore, insufficient evidence was available to satisfactorily confirm the accuracy of opening balances reported. Improving the Group's audit opinion is an area the Board remains committed to.
Corporate Responsibility
The Group has considered its obligations under The Companies (Directors’ Report) and Limited Liability Partnerships (Amendment) Regulations 2018 in relation to energy and carbon reporting. The group is not quoted or listed, and does not form part of a larger group that meets the SECR thresholds. Accordingly, the Group is exempt from the requirement to disclose energy and carbon information under the SECR framework for the financial year ended 31 December 2024.
Future Outlook
Although 2024 continued to present significant cost pressures and a net financial loss, the underlying performance indicators remain promising. Improvement in gross margins across core sectors, investment in real assets, and the Group’s strong closing cash balance provide a sound basis for long-term recovery. The Board expects to focus on improving profitability by exercising tighter cost controls, enhancing governance across subsidiaries, and leveraging growth opportunities in both financial services and ancillary ventures such as real estate and equestrian trading.
The Directors are satisfied with the Group's financials for the year ended 31 December 2024.

Two Elle Group Ltd

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is that of a holding company. The principal activity of the Company is holding of investments in different countries: mainly in United Kingdom and also in Switzerland, France and Italy. The principal investments are the companies Tendercapital Limited, a United Kingdom investment company who manage principally two umbrella funds based in Ireland, [Tendercapital Funds Plc and Tendercapital Alternative Funds (AIF)] and Tendercapital Suisse SA. It provides also a range of advisory services for other umbrella funds and institutional investor, and general other business such as film rights and distribution, buying and selling of horses and real estate.
Business Review and Financial Performance
In 2024, the global macroeconomic landscape remained volatile due to uncertainty related to ongoing geopolitical tensions (such as the war between Russia and Ukraine, Israel/Palestinian conflict, and US tariffs and some reciprocal arrangements). Inflation persisted across key regions, particularly in the UK and the Eurozone, prompting central banks to continue to maintain tight monetary policies. These conditions presented both risks and opportunities to the Group’s operations, which are international and diversified by sector.
The Group’s revenue decreased materially in 2024, falling to just over £10.6 million from £11.6 million in the prior year. This decline is seen to be a reflection of reduced consumer confidence towards the back-end of the year in the UK economy as a whole. Despite this, gross profit improved from £6.3 million to £7.8 million reflecting management's close monitoring of business performance and its ability to take appropriate action to maintain margins as deemed necessary.
Administrative costs increased substantially, reflecting a combination of factors including higher professional and consultancy fees, elevated regulatory expenses, and exceptional administrative charges. Amortisation and impairment costs, especially those associated with intangible assets such as film rights and goodwill, also weighed heavily on the income statement. As a result, the Group posted an operating profit of £77,867 (2023 - £132,554). After accounting for finance costs and taxation, the consolidated net loss for the year stood at £239,400 (2023 - £298,022).
On the balance sheet, the Group maintained a strong asset base as a result of historic targeted investments in the development of intangible assets, acquisitions of investment property and additions of tangible fixed asset additions. Consequently, fixed assets continue to stand at approximatley £5.4 million.
Trade receivables decreased and is considered to be largely in-line with the fall in sales for the year, with year-end trade debtor balance standing at £2.4 million (2023 - £3.2 million). Other receivables increased by £1.1 million to £1.3 million (2023 - £194k) driven predominately by the increase in amounts owed by related parties. Meanwhile, cash at bank decreased by £806,209 reflecting the extension of intra-group financial support.
On the liabilities side, short-term creditors remained relatively stable between years at £8.1 million (2023 - £8.4 million). This slight decrease was largely attributable to the impact of temporary timing differences in intercompany accounts, operational expenses, accruals and tax-related liabilities year-on-year.
Additions to investment property during the year marks a continual commitment in the Group's strategic move to diversify income streams. This asset, valued at approximately £1 million, is expected to generate either rental income or capital gains in future periods, contributing positively to the Group’s financial stability.
The Group continues to evaluate opportunities to further acquire film and distribution rights, in particular in the international licensing of independent film titles.
Furthermore, the Group engaged in the buying and selling of equine assets, specifically focusing on thoroughbred horses for sport and breeding purposes. This activity continues to yield modest gains in 2024, and it is anticipated higher margins will be delivered in subsequent years due to an appreciation in asset values and increased market interest.
In the real estate trading division, the Group executed a number of profitable transactions involving residential and mixed-use properties. These activities provided short-term capital gains, and supported the Group’s objective of generating cash flow through asset rotation. The combination of rental income, sale of properties, and long-term capital appreciation is central to the Group’s real estate strategy going forward.
Cash Flow and Liquidity
During to changing working capital requirements, the Group reporting net cash outflows from operating activities of approximately £350k. Overall, cash reserves declined due to further outflows in investing and financing activities. These included the purchase of new fixed assets, further loans to group companies, and acquisitions. Despite the net decrease in cash, the Group retains adequate liquidity to meet foreseeable obligations, with closing cash balances exceeding £1.3 million.
Risks and Uncertainties
The Group remains exposed to certain key risks. Currency fluctuations pose a notable risk due to the international nature of its investments and operations, particularly those denominated in Euros and Swiss Francs. Geopolitical developments, including ongoing challenges arising from Brexit, continue to affect operations in European jurisdictions. The prior period audit report issued was qualified for the year ended 31 December 2023. The reasons for this was due to the independent auditor being appointed after the reporting date and was unable to satify themselves with the quantity and valuation of inventory, therefore. Furthermore, insufficient evidence was available to satisfactorily confirm the accuracy of opening balances reported. Improving the Group's audit opinion is an area the Board remains committed to.
Corporate Responsibility
The Group has considered its obligations under The Companies (Directors’ Report) and Limited Liability Partnerships (Amendment) Regulations 2018 in relation to energy and carbon reporting. The group is not quoted or listed, and does not form part of a larger group that meets the SECR thresholds. Accordingly, the Group is exempt from the requirement to disclose energy and carbon information under the SECR framework for the financial year ended 31 December 2024.
Future Outlook
Although 2024 continued to present significant cost pressures and a net financial loss, the underlying performance indicators remain promising. Improvement in gross margins across core sectors, investment in real assets, and the Group’s strong closing cash balance provide a sound basis for long-term recovery. The Board expects to focus on improving profitability by exercising tighter cost controls, enhancing governance across subsidiaries, and leveraging growth opportunities in both financial services and ancillary ventures such as real estate and equestrian trading.
The Directors are satisfied with the Group's financials for the year ended 31 December 2024.

Approved and authorised by the Board on 22 January 2026 and signed on its behalf by:

......................................... Ms Linda Garbarino Director

Two Elle Group Ltd

Directors' Report for the Year Ended 31 December 2024

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

Directors of the group

The directors who held office during the year were as follows:

Ms Linda Garbarino

Mr Stefano Camponovo

The following director was appointed after the year end:

Mr Filippo Tenderini (appointed 1 March 2025)

Political donations

The company did not make any political donations or incur any political expenditure during the year (2023: £nil).

Indemnity provision

The group has not made qualifying third party indemnity provisons for the benefit of its directors during the year.

Director's interest

None of the directors had any interest in any contracts or arrangements with the Group and its subsidiaries during the year.

Going concern

The directors are confident that the company has sufficient resources to continue its operations for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements. As such, the going concern basis has been adopted in the preparation of the annual report and financial statements.
In reaching this conclusion, the directors have considered the company’s current financial position, projected cash flows, and the ongoing support from its shareholders. No material uncertainties have been identified that would cast significant doubt on the company’s ability to continue as a going concern.
The directors confirms that there were no significant events occurring after the balance sheet date, up to the date of this report that would meet the criteria to be disclosed or adjusted in the financial statements for the year ended 31 December 2024.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 22 January 2026 and signed on its behalf by:

......................................... Ms Linda Garbarino Director

Two Elle Group Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company 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 and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

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

• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Two Elle Group Ltd

Independent Auditor's Report to the Members of Two Elle Group Ltd

Qualified opinion

We have audited the financial statements of Two Elle Group Limited (the ‘company’) and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise consolidated profit and loss Account, consolidated statement of comprehensive income, consolidated and company balance sheets, consolidated and company statements of changes in equity, the consolidated and company statements of cash flow and notes to the financial statements, including a summary of material 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, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the accompanying consolidated financial statements:
• give a true and fair view of the state of the group and of the company’s affairs as at 31 December 2024 and for 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 qualified opinion on financial statements

The audit report for the year ended 31 December 2023 was qualified on the basis that it had not been possible to verify satisfactorily the inventory value relating to equine assets at that date. We are therefore unable to verify the accuracy of the comparative value stated at 31 December 2023 in relation to equine assets held.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s Responsibilities for the Audit of Financial Statements’ section of our report. We are independent of the group and the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK , including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's or group’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.

Two Elle Group Ltd

Independent Auditor's Report to the Members of Two Elle Group Ltd

Other Information

The other information comprises the information included in the annual report, other than the group and the company financial statements and our auditor's report thereon.
The directors are responsible for the other information contained within the annual report. Our opinion on the group and the company 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the group and company 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 perform procedures to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
As described in the Basis for Qualified Opinion section of our report, we were unable to obtain sufficient appropriate audit evidence regarding the group inventory opening balances of the consolidated financial statements of the group for the year ended 31st December 2023. Accordingly, we are unable to conclude whether or not the other information is materially misstated with respect to this matter.

Opinion on other matter prescribed by the Companies Act 2006

Except for the matter described in Basis for opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• | the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

Two Elle Group Ltd

Independent Auditor's Report to the Members of Two Elle Group Ltd

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

Arising solely from the limitations on the scope of our work relating to inventory and opening balances, referred to above;
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept.
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:
• returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation and fair presentation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Two Elle Group Ltd

Independent Auditor's Report to the Members of Two Elle Group Ltd

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 specific procedures for this engagement and the extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
• Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud;
• Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with laws and regulations;
• We have obtained an understanding of the group’s policies and procedures through discussions with senior management;
• We used analytical procedures to identify any unusual or unexpected relationships, income or expenditure;
• We understand and confirmed by observation that the company complies with its responsibilities through close involvement of the CEO in the day to day running of the business and regular liaison between her, her fellow directors and local management at the subsidiary companies. Were there any fraud, litigation or claims they would come to the attention of the CEO directly;
• We performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
• We reviewed financial statement disclosures to supporting documentation to assess compliance with the applicable reporting framework, laws and regulations and in doing this visited the offices of all subsidiaries’ auditors or accountants in their various jurisdictions to review their files.
• We considered the disclosure requirements of the Companies Act 2006 as part of our finalisation process.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though we have properly planned and performed our audit in accordance with the auditing standards, including those leading to a material misstatement in the financial statements or non-compliance with regulations. 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 conclusion, omission or misrepresentation. Afurther description of our responsibilities is available on the Financial Reporting Council's
website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Two Elle Group Ltd

Independent Auditor's Report to the Members of Two Elle Group Ltd

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

......................................
David Warren (Senior Statutory Auditor)
For and on behalf of Cocke, Vellacott & Hill, Statutory Auditor
Unit 15
City Business Centre
Lower Road
London
SE16 2XB

22 January 2026

Two Elle Group Ltd

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

| Note | 2024 £ | 2023 £
Turnover | 3 | 10,698,421 | 11,580,088
Cost of sales |  | (2,874,472) | (5,271,256)
Gross profit |  | 7,823,949 | 6,308,832
Administrative expenses |  | (7,746,082) | (6,176,278)
Operating profit | 4 | 77,867 | 132,554
Income from shares in group undertakings |  | 31,364 | -
Interest payable and similar expenses | 5 | (36,354) | (747)
|  | (4,990) | (747)
Share of loss of equity accounted investees | 13 | (124,993) | (30,742)
(Loss)/profit before tax |  | (52,116) | 101,065
Tax on (loss)/profit | 9 | (187,284) | (399,087)
Loss for the financial year |  | (239,400) | (298,022)
Profit/(loss) attributable to: |  |  |
Owners of the company |  | (225,471) | (364,204)
Minority interests |  | (13,929) | 66,182
|  | (239,400) | (298,022)

The above results were derived from continuing operations.

Two Elle Group Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024

| 2024 £ | 2023 £
Loss for the year | (239,400) | (298,022)
Total comprehensive income for the year | (239,400) | (298,022)
Total comprehensive income attributable to: |  |
Owners of the company | (225,471) | (364,204)
Minority interests | (13,929) | 66,182
| (239,400) | (298,022)

Two Elle Group Ltd

(Registration number: 12333744)
Consolidated Balance Sheet as at 31 December 2024

| Note | 2024 £ | 2023 £
Fixed assets |  |  |
Intangible assets | 10 | 895,237 | 1,681,572
Tangible assets | 11 | 2,418,211 | 2,220,195
Investment property | 12 | 1,109,608 | 914,891
Investments | 13 | 472,168 | 89,866
Other financial assets | 14 | 523,267 | 500,017
|  | 5,418,491 | 5,406,541
Current assets |  |  |
Stocks | 15 | 697,561 | 702,943
Debtors | 16 | 3,744,792 | 3,425,731
Cash at bank and in hand | 17 | 1,398,464 | 2,204,673
|  | 5,840,817 | 6,333,347
Creditors: Amounts falling due within one year | 18 | (8,127,560) | (8,360,073)
Net current liabilities |  | (2,286,743) | (2,026,726)
Total assets less current liabilities |  | 3,131,748 | 3,379,815
Provisions for liabilities | 19 | (15,250) | (23,917)
Net assets |  | 3,116,498 | 3,355,898
Capital and reserves |  |  |
Called up share capital | 20 | 217,800 | 217,800
Share premium reserve |  | 1,781,070 | 1,781,070
Retained earnings |  | 1,035,978 | 1,261,449
Equity attributable to owners of the company |  | 3,034,848 | 3,260,319
Minority interests |  | 81,650 | 95,579
Shareholders' funds |  | 3,116,498 | 3,355,898

Approved and authorised by the Board on 22 January 2026 and signed on its behalf by:

......................................... Ms Linda Garbarino Director

Two Elle Group Ltd

(Registration number: 12333744)
Company Balance Sheet as at 31 December 2024

| Note | 2024 £ | 2023 £
Fixed assets |  |  |
Intangible assets | 10 | 26,044 | 26,044
Investments | 13 | 9,118,615 | 9,110,062
Other financial assets | 14 | 482,152 | 482,152
|  | 9,626,811 | 9,618,258
Current assets |  |  |
Debtors | 16 | 2,534,091 | 2,792,402
Cash at bank and in hand | 17 | 15,907 | 84,227
|  | 2,549,998 | 2,876,629
Creditors: Amounts falling due within one year | 18 | (1,736,825) | (2,053,262)
Net current assets |  | 813,173 | 823,367
Net assets |  | 10,439,984 | 10,441,625
Capital and reserves |  |  |
Called up share capital | 20 | 217,800 | 217,800
Share premium reserve |  | 1,781,070 | 1,781,070
Retained earnings |  | 8,441,114 | 8,442,755
Shareholders' funds |  | 10,439,984 | 10,441,625

The company has taken advantage of the exemption from the requirement to present an income statement for the parent company.
The company made a loss after tax for the financial year of £1,641 (2023 - loss of £162,523).

Approved and authorised by the Board on 22 January 2026 and signed on its behalf by:

......................................... Ms Linda Garbarino Director

Two Elle Group Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company

| Share capital £ | Share premium £ | Retained earnings £ | Total £ | Non-controlling interests - Equity £ | Total equity £
At 1 January 2024 | 217,800 | 1,781,070 | 1,261,449 | 3,260,319 | 95,579 | 3,355,898
Loss for the year | - | - | (225,471) | (225,471) | (13,929) | (239,400)
At 31 December 2024 | 217,800 | 1,781,070 | 1,035,978 | 3,034,848 | 81,650 | 3,116,498

| Share capital £ | Share premium £ | Retained earnings £ | Total £ | Non- controlling interests £ | Total equity £
At 1 January 2023 | 217,800 | 1,781,070 | 4,011,817 | 6,010,687 | 29,397 | 6,040,084
Prior period adjustment | - | - | (2,386,164) | (2,386,164) | - | (2,386,164)
At 1 January 2023 | 217,800 | 1,781,070 | 1,625,653 | 3,624,523 | 29,397 | 3,653,920
(Loss)/profit for the year | - | - | (364,204) | (364,204) | 66,182 | (298,022)
At 31 December 2023 | 217,800 | 1,781,070 | 1,261,449 | 3,260,319 | 95,579 | 3,355,898

Two Elle Group Ltd

Company Statement of Changes in Equity for the Year Ended 31 December 2024

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 January 2024 | 217,800 | 1,781,070 | 8,442,755 | 10,441,625
Loss for the year | - | - | (1,641) | (1,641)
At 31 December 2024 | 217,800 | 1,781,070 | 8,441,114 | 10,439,984

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 January 2023 | 217,800 | 1,781,070 | 8,605,278 | 10,604,148
Loss for the year | - | - | (162,523) | (162,523)
At 31 December 2023 | 217,800 | 1,781,070 | 8,442,755 | 10,441,625

Two Elle Group Ltd

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

| Note | 2024 £ | 2023 £
Cash flows from operating activities
Loss for the year |  | (239,400) | (298,022)
Adjustments to cash flows from non-cash items |  |  |
Depreciation, amortisation and impairment | 4 | 203,927 | 1,244,849
Finance income |  | (31,364) | -
Finance costs | 5 | 36,354 | 747
Share of profit/loss of equity accounted investees |  | 124,993 | 30,742
Income tax expense | 9 | 187,284 | 399,087
Foreign exchange gains/losses |  | 101,025 | (47,034)
|  | 382,819 | 1,330,369
Working capital adjustments |  |  |
Decrease in stocks | 15 | 5,382 | 133,684
(Increase)/decrease in trade debtors | 16 | (319,061) | 34,454
(Decrease)/increase in trade creditors | 18 | (121,723) | 805,137
Increase in deferred income, including government grants |  | 21,727 | -
Cash generated from operations |  | (30,856) | 2,303,644
Income taxes paid | 9 | (319,801) | (281,723)
Net cash flow from operating activities |  | (350,657) | 2,021,921
Cash flows from investing activities |  |  |
Interest received |  | 31,364 | -
Acquisitions of tangible assets |  | (530,414) | (254,691)
Proceeds from sale of tangible assets |  | 55,061 | 41,751
Acquisition of intangible assets | 10 | (10,537) | (840,806)
Proceeds from sale of intangible assets |  | 6,119 | -
Acquisition of investment properties | 12 | (194,717) | (914,891)
Acquisition of investments in joint ventures and associates | 13 | 108,924 | (55,218)
Foreign exchange movements on fixed assets |  | 239,277 | (180,668)
Financial assets at cost less impairment additions | 14 | (23,250) | (208,602)
Net cash flows from investing activities |  | (318,173) | (2,413,125)
Cash flows from financing activities |  |  |
Interest paid | 5 | (36,354) | (747)
Net decrease in cash and cash equivalents |  | (705,184) | (391,951)
Cash and cash equivalents at 1 January |  | 2,204,673 | 2,549,592
Effect of exchange rate fluctuations on cash held |  | (101,025) | 47,032
Cash and cash equivalents at 31 December |  | 1,398,464 | 2,204,673

Two Elle Group Ltd

Company Statement of Cash Flows for the Year Ended 31 December 2024

| Note | 2024 £ | 2023 £
Cash flows from operating activities
Loss for the year |  | (1,641) | (162,523)
Adjustments to cash flows from non-cash items |  |  |
Financial instrument net losses through profit and loss |  | - | (143,811)
Finance income |  | (99,434) | -
Foreign exchange gains/losses |  | (16,345) | 29
Impairment loss |  | - | 197,104
|  | (117,420) | (109,201)
Working capital adjustments |  |  |
Decrease/(increase) in trade debtors | 16 | 258,309 | (20,099)
(Decrease)/increase in trade creditors | 18 | (316,434) | 360,596
Net cash flow from operating activities |  | (175,545) | 231,296
Cash flows from investing activities |  |  |
Interest received |  | 99,434 | 143,811
Acquisition of subsidiaries | 13 | (8,553) | (19,802)
Acquisitions of investments in joint ventures and associates | 13 | - | (85,960)
Acquisition of financial investments other than trading investments |  | - | (193,362)
Net cash flows from investing activities |  | 90,881 | (155,313)
Net (decrease)/increase in cash and cash equivalents |  | (84,664) | 75,983
Cash and cash equivalents at 1 January |  | 84,227 | 8,273
Effect of exchange rate fluctuations on cash held |  | 16,344 | (29)
Cash and cash equivalents at 31 December |  | 15,907 | 84,227

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
45 Pont Street
London
SW1X 0BD
United Kingdom

These financial statements were authorised for issue by the Board on 22 January 2026.

2 | Material Accounting policies

Summary of material accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The directors are confident that the company has sufficient resources to continue its operations for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements. As such, the going concern basis has been adopted in the preparation of the annual report and financial statements.
In reaching this conclusion, the directors have considered the company’s current financial position, projected cash flows, and the ongoing support from its shareholders. No material uncertainties have been identified that would cast significant doubt on the company’s ability to continue as a going concern.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Judgements

The company holds investments in various entities. Management assesses whether these should be accounted for as subsidiaries, associates, or financial assets. This classification involves judgement regarding control, significant influence, and the business model for holding the investments. These Investments in the Company’s balance sheet are stated at cost less any impairment. These are reviewed annually for indicators of impairment.
An impairment provision is recognised on trade debtors when there is objective evidence that the Group will not collect the full amount due under the terms of the receivable.
Business combinations are accounted for using the purchase method, valuing the consideration at the fair value of exchanged assets, liabilities, and equity at the acquisition date. Contingent adjustments to the purchase price are included if they are probable and can be reliably measured at the time of acquisition.
Goodwill represents the excess of acquisition cost over the group’s share of net identifiable assets at the acquisition date and is recorded as an asset. It is measured at cost less amortisation and impairment, revalued periodically, and amortised over its useful life (not exceeding ten years if uncertain).

Key sources of estimation uncertainty

The preparation of financial statements under FRS 102 requires the use of estimates and assumptions. The following areas involve significant estimation uncertainty that could result in a material adjustment to the carrying amounts of assets or liabilities in the next financial year:.
The Group and Company review the carrying values of investments in subsidiaries and associates for impairment where indicators exist.
The Group has exposure to balances denominated in foreign currencies. The retranslation of these balances at each reporting date can affect the reported results and net asset position. Judgement is involved in selecting appropriate exchange rates and assessing whether differences should be recognised in profit or loss or equity.

Revenue recognition

Revenue represents the fair value of consideration earned from the sale of goods and the delivery of services in the normal course of business across the group’s diverse operations. It is reported net of value-added tax, sales tax, discounts, rebates, and excludes any intra-group transactions.
Revenue is recognized when the following conditions are met:
-The amount of revenue can be measured reliably;
-It is likely that the economic benefits associated with the transaction will be received by the group;
-The recognition criteria specific to each business activity—such as advisory services, film and media rights, equine trading, and real estate transactions—have been satisfied.
For film and media rights, revenue is typically recognized at post the transfer of rights of distribution to the customer, usually upon delivery of the final content and fulfillment of all contractual obligations. Additionally sales-based or usage-based royalty provided in exchange for a licence of intellectual property is recognised when (or as) the later of the following events occurs:
(a) the subsequent sale or usage takes place; and
(b) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). For equine trading, revenue is recognized when ownership of the horse is transferred and the associated risks and rewards have passed to the buyer, typically at the time of delivery or legal transfer.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Fixtures and fittings | 25% reducing balance
Land and Buildings | 11% reducing balance
Motor vehicles | 20 % reducing balance

Investment property

Investment property is land or buildings held to earn rental income or for capital appreciation, rather than for use in operations or sale in the ordinary course of business.
Investment properties are initially measured at cost, including directly attributable acquisition costs. Subsequently, they are measured at fair value, with changes recognised in the profit and loss account in the period they arise. No depreciation is charged.
Transfers to or from investment property occur only when there is a change in use.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Intangible assets are initially recognised at cost. Intangible assets acquired separately are measured at cost less
accumulated amortisation and any accumulated impairment losses.
Internally generated intangible assets, such as software development costs, are recognised as an asset only if all
of the following conditions are met:
- The technical feasibility of completing the intangible asset so that it will be available for use or sale.
- The intention to complete the intangible asset and use or sell it.
- The ability to use or sell the intangible asset.
- How the intangible asset will generate probable future economic benefits.
- The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
- The ability to measure reliably the expenditure attributable to the intangible asset during its development.
Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is
incurred.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Based on management's assessment, the Goodwill amortisation is over 10 years.

Asset class | Amortisation method and rate
Goodwill | 10% - Straight line
Software developments | 20% - Straight line
Film rights | Straight line basis - 3 years from the day the film is completed.
Trademarks, patents and licenses | Straight line basis - 10 years

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Investments

Investments in the Company’s balance sheet are stated at cost less any impairment. They are reviewed annually for indicators of impairment.
Investments in subsidiaries are measured at cost less impairment. Investments in subsidiaries held as part of an investment portfolio are measured at Fair value with fair value changes recognised in profit or loss. The entity uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of inputs determined by reference to a market price in an active market.
Where the fair value of investments can not be reliably measured due to an absent active market or due to no other reliable method to calculate fair value the Investment is recognised at cost less impairment

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Receivables represent amounts due for services rendered in the ordinary course of business.
They are initially recognised at the transaction price, and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.
An impairment provision is recognised when there is objective evidence that the Group will not collect the full amount due under the terms of the receivable.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

3 | Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

| 2024 £ | 2023 £
Sale of goods | 4,966,635 | 6,698,271
Rendering of services | 3,821,569 | 4,247,341
Rental income from investment property | 1,136,320 | -
Performance fees | 233,098 | -
Other revenue | 540,799 | 634,476
| 10,698,421 | 11,580,088

All revenue from sales of good and rendering services are generated from Europe.

4 | Operating profit

Arrived at after charging/(crediting)

| 2024 £ | 2023 £
Depreciation expense | 25,169 | 209,611
Amortisation expense | 178,758 | 1,035,238
Employment costs | 2,669,094 | 2,527,751
General administrative expenses | 3,516,664 | 2,196,023
Establishment costs | 1,345,140 | 186,463
Finance charges | 11,257 | 21,192

5 | Interest payable and similar expenses

| 2024 £ | 2023 £
Interest on bank overdrafts and borrowings | 456 | 102
Interest expense on other finance liabilities | 35,898 | 645
| 36,354 | 747

6 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2024 £ | 2023 £
Wages and salaries | 2,593,998 | 2,398,834
Social security costs | 75,096 | 128,917
| 2,669,094 | 2,527,751

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2024 No. | 2023 No.
Administration and support | 24 | 24
| 24 | 24

7 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2024 £ | 2023 £
Remuneration | 1,780,352 | 1,813,069

Director salaries showing here is for all the directors of the Group and the Director disclosed in the Director's Report relates solely to Two Elle Group Limited.

In respect of the highest paid director:

| 2024 £ | 2023 £
Remuneration | 345,769 | 331,055

The highest-paid director disclosed in the note is a director who is part of the Group.

8 | Auditors' remuneration

| 2024 £ | 2023 £
Audit of these financial statements | 15,000 | 40,000

9 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2024 £ | 2023 £
Current taxation |  |
UK corporation tax | 195,951 | 394,468
Deferred taxation |  |
Arising from changes in tax rates and laws | (8,667) | 4,619
Tax expense in the income statement | 187,284 | 399,087

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 24.75%).
The differences are reconciled below:

| 2024 £ | 2023 £
(Loss)/profit before tax | (52,116) | 101,065
Corporation tax at standard rate | (185,198) | (91,323)
Tax decrease from effect of capital allowances and depreciation | - | (5,907)
Tax (decrease)/increase from other short-term timing differences | (8,667) | 4,619
Effect of revenues exempt from taxation | (7,841) | (26,574)
Effect of expense not deductible in determining taxable profit (tax loss) | 261,476 | 215,476
Effect of tax losses | 137,748 | 254,996
Tax decrease from effect of unrelieved tax losses carried forward | - | (4,461)
Tax decrease arising from group relief | - | (8,202)
Tax (decrease)/increase from other tax effects | (10,234) | 60,463
Total tax charge | 187,284 | 399,087

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

10 | Intangible assets

Group

| Goodwill £ | Internally generated software development costs £ | Other intangible assets (Film rights) £ | Total £
Cost or valuation
At 1 January 2024 | 207,640 | 117,906 | 2,563,794 | 2,889,340
Additions acquired separately | - | - | 10,537 | 10,537
Disposals | - | - | (88,538) | (88,538)
Foreign exchange movements | - | (12,634) | (134,988) | (147,622)
At 31 December 2024 | 207,640 | 105,272 | 2,350,805 | 2,663,717
Amortisation
At 1 January 2024 | 73,079 | 23,940 | 1,110,749 | 1,207,768
Amortisation charge | - | 20,333 | 158,425 | 178,758
Amortisation eliminated on disposals | - | - | (82,419) | (82,419)
Impairment | - | - | 464,440 | 464,440
Foreign exchange movements | - | - | (67) | (67)
At 31 December 2024 | 73,079 | 44,273 | 1,651,128 | 1,768,480
Carrying amount
At 31 December 2024 | 134,561 | 60,999 | 699,677 | 895,237
At 31 December 2023 | 134,561 | 93,966 | 1,453,045 | 1,681,572

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Company

| Trademarks, patents and licenses £ | Total £
Cost or valuation
At 1 January 2024 | 26,044 | 26,044
At 31 December 2024 | 26,044 | 26,044
Carrying amount
At 31 December 2024 | 26,044 | 26,044
At 31 December 2023 | 26,044 | 26,044

11 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 January 2024 | 2,385,738 | 460,363 | 7,821 | 2,853,922
Additions | - | 530,414 | - | 530,414
Disposals | - | (148,741) | - | (148,741)
Foreign exchange movements | (92,025) | (10,804) | (365) | (103,194)
At 31 December 2024 | 2,293,713 | 831,232 | 7,456 | 3,132,401
Depreciation
At 1 January 2024 | 396,099 | 237,013 | 615 | 633,727
Charge for the year | 17,777 | 7,392 | - | 25,169
Eliminated on disposal | - | (93,680) | - | (93,680)
Foreign exchange movements | (11,086) | 160,060 | - | 148,974
At 31 December 2024 | 402,790 | 310,785 | 615 | 714,190
Carrying amount
At 31 December 2024 | 1,890,923 | 520,447 | 6,841 | 2,418,211
At 31 December 2023 | 1,989,639 | 223,350 | 7,206 | 2,220,195

Included within the net book value of land and buildings above is £1,077,572 (2023 - £1,169,914) in respect of freehold land and buildings and £813,351 (2023 - £819,725) in respect of short leasehold land and buildings.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

12 | Investment properties

Group

| 2024 £
At 1 January 2024 | 914,891
Additions | 237,063
Acquired through business combinations | (42,346)
At 31 December 2024 | 1,109,608

13 | Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Tendercapital Limited | 45 Pont Street, London, United Kingdom, SW1X 0BD | Ordinary Shares | 100% | 100%
| United Kingdom |  |  |
Tenderstories Limited | 5th Floor North Side, 7/10 Chandos Street, Cavendish Square, London, W1G 9DQ | Ordinary Shares | 100% | 100%
| United Kingdom |  |  |
Euro Equestrian Trade Limited | 45 Pont Street, London, United Kingdom, SW1X 0BD | Ordinary Shares | 100% | 100%
| United Kingdom |  |  |
Harrow Partners Swiss SAGL | via bertaro lambertenghi 2, ch 6900 Lugano Switzerland | Ordinary Shares | 100% | 100%
| Switzerland |  |  |
You First S.R.L | VIA SAN PIETRO ALL’ORTO 10 20123 MILANO | Ordinary Shares | 100% | 100%
| Italy |  |  |
Consolidamento e Sviluppo Immobiliare SRL | VIA ENRICO PANZACCHI 6 - 20123 MILANO (MI) | Ordinary Shares | 50% | 50%
| Italy |  |  |

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
Euro Equestrian Trade SARL | Rue du pont des Murgers, La gui charderie, 78610 AUFFARGIS | Ordinary Shares | 100% | 100%
| France |  |  |
Tendercapital (Suisse) SA | Via Bertaro Lambertenghi 2, 6900 Lugano | Ordinary Shares | 100% | 100%
| Switzerland |  |  |
ICS International Consultancy Services SAGL | Via Bertaro Lambertenghi 2, Lugano 6900 | Ordinary Shares | 100% | 100%
| Switzerland |  |  |
Servizi Integrati Aziendali SRL | VIA ENRICO PANZACCHI 6 - 20123 (MI) | Ordinary Shares | 100% | 100%
| Italy |  |  |
Equyre SRL | VIA LEOPARDI 8 MILANO MI | Ordinary Shares | 80% | 80%
| Italy |  |  |
Metis Consulting SRL | VIA LEOPARDI 8 MILANO MI | Ordinary Shares | 50% | 50%
| Italy |  |  |
Monte Sastello SRL | VIA LEOPARDI 8 MILANO MI | Ordinary Shares | 100% | 100%
| Italy |  |  |
Tendercapital Servizi Italia S.R.L | VIA ENRICO PANZACCHI N.6 Milano MI | Ordinary Shares | 100% | 0%
| Italy |  |  |
Associates
Milium Fiduciaria SRL | VIA SAN PIETRO ALL'ORTO 10 20121 MILANO MI |  | 20% | 20%
| Italy |  |  |
Scuderia Italia SRL | VIA VISCONTI DI MODRONE 7, 20122 MILANO (MI) |  | 35% | 35%
| Italy |  |  |
Effemeridi SRL | VIA MANZONI 5, 20121 MILANO (MI) |  | 33% | 33%
| Italy |  |  |
Tenderstories SRL | VIA LEOPARDI 8 20123 MILANO |  | 45% | 0%
| Italy |  |  |

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Subsidiary undertakings

Tendercapital Limited The principal activity of Tendercapital Limited is that of provision of investment management and advisory.
Tenderstories Limited The principal activity of Tenderstories Limited is that of films design, production, postproduction, and marketing.
Euro Equestrian Trade Limited The principal activity of Euro Equestrian Trade Limited is that of buying and selling horses.
Harrow Partners Swiss SAGL The principal activity of Harrow Partners Swiss SAGL is that of manage rental, acquire and sell real estates.
You First S.R.L The principal activity of You First S.R.L is that of artistic activity through design and styling related to textile
Consolidamento e Sviluppo Immobiliare SRL The principal activity of Consolidamento e Sviluppo Immobiliare SRL is that of construction, purchase, sale,exchange, assignment, lease (non-financial), and any other negotiation of real estate.
Euro Equestrian Trade SARL The principal activity of Euro Equestrian Trade SARL is that of sales and purchases of horses for horse competitions.
Tendercapital (Suisse) SA The principal activity of Tendercapital (Suisse) SA is that of wealth management and financial advisory.
ICS International Consultancy Services SAGL The principal activity of ICS International Consultancy Services SAGL is that of business consultancy, legal consultancy, market research.
Servizi Integrati Aziendali SRL The principal activity of Servizi Integrati Aziendali SRL is that of provision of management and strategy consultancy services.
Equyre SRL The principal activity of Equyre SRL is that of performance of real estate activities.
Metis Consulting SRL The principal activity of Metis Consulting SRL is that of provision of administrative and accounting services.
Monte Sastello SRL The principal activity of Monte Sastello SRL is that of performance of real estate activities.
Tendercapital Servizi Italia S.R.L The principal activity of Tendercapital Servizi Italia S.R.L is that of business consulting and other administrative and management consulting.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Other information:
On 16 February 2024, the Parent Company "Two Elle Group limited" incorporated a new wholly owned subsidiary, Tendercapital Servizi Italia SRL. Upon incorporation, the Parent Company subscribed and fully paid the issued share capital of the subsidiary in the amount of €10,000 in cash. As at the reporting date, the Parent Company holds 100% of the share capital and voting rights.

Company

| 2024 £ | 2023 £
Investments in subsidiaries and affiliates | 8,994,879 | 8,986,326
Investments in associates | 123,736 | 123,736
| 9,118,615 | 9,110,062

Subsidiaries | £
Cost or valuation
At 1 January 2024 | 8,986,326
Additions | 8,553
At 31 December 2024 | 8,994,879
Provision
At 31 December 2024 | -
Carrying amount
At 31 December 2024 | 8,994,879
At 31 December 2023 | 8,986,326

Associates | £
Cost
At 1 January 2024 | 123,736
Carrying amount
At 31 December 2024 | 123,736
At 31 December 2023 | 123,736

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

14 | Other Investment

Group

| Other Investment at cost less impairment £ | Total £
Non-current financial assets
Cost or valuation
At 1 January 2024 | 500,017 | 500,017
Additions | 23,250 | 23,250
At 31 December 2024 | 523,267 | 523,267
Carrying amount
At 31 December 2024 | 523,267 | 523,267
At 31 December 2023 | 500,017 | 500,017

Company

| Other Investment at cost less impairment £ | Total £
Non-current financial assets
Cost or valuation
At 1 January 2024 | 482,152 | 482,152
At 31 December 2024 | 482,152 | 482,152
Carrying amount
At 31 December 2024 | 482,152 | 482,152
At 31 December 2023 | 482,152 | 482,152

15 | Stocks

| Group | Company
| 2024 £ | 2023 £ | 2024 £ | 2023 £
Finished goods | 697,561 | 702,943 | - | -

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

16 | Debtors

|  | Group | Company
Current | Note | 2024 £ | 2023 £ | 2024 £ | 2023 £
Trade debtors |  | 2,419,671 | 3,231,412 | - | -
Amounts owed by related parties | 21 | 990,937 | - | 2,525,486 | 2,783,511
Other debtors |  | 157,080 | 2,223 | 8,605 | 8,891
Prepayments |  | 151,448 | 118,744 | - | -
Accrued income |  | 25,656 | 73,352 | - | -
|  | 3,744,792 | 3,425,731 | 2,534,091 | 2,792,402

17 | Cash and cash equivalents

| Group | Company
| 2024 £ | 2023 £ | 2024 £ | 2023 £
Cash at bank | 1,398,464 | 2,204,673 | 15,907 | 84,227

18 | Creditors

|  | Group | Company
| Note | 2024 £ | 2023 £ | 2024 £ | 2023 £
Due within one year |  |  |  |  |
Trade creditors |  | 1,990,400 | 1,892,201 | 12,366 | -
Amounts due to related parties | 21 | 1,057,295 | - | 923,531 | -
Social security and other taxes |  | 85,119 | 46,481 | 250 | 250
Other payables |  | 4,582,588 | 5,998,101 | 761,106 | 2,009,568
Accruals |  | 267,484 | 167,826 | 39,428 | 43,300
Income tax liability | 9 | 122,947 | 255,464 | 144 | 144
Deferred income |  | 21,727 | - | - | -
|  | 8,127,560 | 8,360,073 | 1,736,825 | 2,053,262

Within other payables, there is an amount of £3,008,418 (2023 - £4,098,570) related to profit share agreement with Mr Zani and Alternative Ventuers SPC concerning film rights and scripts. Additionally a sum of £902,865 (2023 - £952,530) was owed to related parties - Mr Zani and Alternative Venture Vanity Fair. These loans are non-interest-bearing and have no set repayment date.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

19 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 January 2024 | 23,917 | 23,917
Increase (decrease) in existing provisions | (8,667) | (8,667)
At 31 December 2024 | 15,250 | 15,250

20 | Share capital

Allotted, called up and fully paid shares

| 2024 | 2023
| No. | £ | No. | £
Ordinary shares of £1 each | 217,800 | 217,800 | 217,800 | 217,800

21 | Related party transactions

The company has taken advantage of exemption provided by FRS 102 section 33 “Related Party Transactions” not to disclose transactions with wholly owned subsidiaries who are related parties.

22 | Parent and ultimate parent undertaking

The ultimate controlling party is Moreno Zani.

23 | Post balance sheet events

The group has liquidated two of its subsidiaries, You First SRL and Servizi Integrati Aziendali SRL, in the year 2025. Tendercapital Limited previously operated a branch in Italy, which is currently in the process of being closed. Tendercapital Servizi Italia SRL was incorporated in February 2024.
The company is in a process of applying parent guarantee audit exemption for two of its Subsidiaries; TENDERSTORIES LIMITED, company number: 12915321 , address:5th Floor, North Side 7/10 Chandos Street, London,W1G 9DQ; EURO EQUESTRIAN TRADE LIMITED, company number:06415091, address:45 Pont Street, London, United Kingdom, SW1X 0BD. The directors have obtained approval and board resolution has been passed on the 29th of September 2025.

Two Elle Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

24 | Auditor Limitation liability

An auditors’ limitation of liability agreement has been approved by the directors for the financial year ended 31
December 2024.
The principal terms and conditions are as below:
• The agreement limits the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust , occurring in the course of audit of the Company’s accounts and pursuant to this agreement of which the auditor may be guilty in relation to the Company.
• The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.

25 | Contingencies and commitment

There are no contingencies or commitments.