Company No: 10424134 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	4	318,593		200,846
Tangible assets	5	22,465		33,262
Investments	6	2,672,195		143,192
		3,013,253		377,300
Current assets
Debtors	7	2,404,968		2,170,279
Cash at bank and in hand		213,167		407,099
		2,618,135		2,577,378
Creditors: amounts falling due within one year	8	( 1,751,620)		( 1,208,206)
Net current assets		866,515		1,369,172
Total assets less current liabilities		3,879,768		1,746,472
Creditors: amounts falling due after more than one year	9	( 133,333)		( 5,000)
Net assets		3,746,435		1,741,472
Capital and reserves
Called-up share capital	10	188		156
Share premium account		4,715,292		2,713,528
Profit and loss account		( 969,045 )		( 972,212 )
Total shareholders' funds		3,746,435		1,741,472

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Income Statement has not been delivered.

The financial statements of Elemental Concept 2016 Limited (registered number: 10424134) were approved and authorised for issue by the Board of Directors on 01 May 2026. They were signed on its behalf by:

H Badenoch Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Elemental Concept 2016 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 First Floor, 1 Chancery Lane, London, WC2A 1LF, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

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

Group accounts exemption

Group accounts exemption s402
The Company has taken advantage of the exemption under section 402 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Elemental Concept 2016 Limited is the parent of a group of which all subsidiary undertakings are excluded from consolidation in Companies Act group accounts under section 405.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Income Statement in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

The tax credit in the year relates to a Research and Development credit for 2025.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment.

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the software so that it will be available for use;
- management intends to complete the software and use or sell it;
- there is an ability to use or sell the software;
- it can be demonstrated how the software will generate probable future economic benefits;
- adequate technical, financial and other resources to complete the development and to use or sell the
software are available;
- the expenditure attributable to the software during its development can be reliably measured.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software

5 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

3 - 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Income Statement as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents

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

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	48		45

3. Share-based payments

Equity-settled share-based payment schemes

The company operates an Enterprise Management Incentive share option plan. This is an approved HMRC Scheme and was established in 2017.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	153	2.32		129	2.39
Granted during the period	21	6.19		36	3.86
Forfeited during the period	0	0		( 12)	1.72
Outstanding at the end of the period	174	2.40		153	2.32
Exercisable at the end of the period	116	2.70		83	2.50

The options outstanding at 31 December 2025 had an exercise price ranging from £0.0001 to £6.19, and a remaining contractual life of up to 3 years.

4. Intangible assets

	Computer software		Total
	£		£
Cost
At 01 January 2025	549,257		549,257
Additions	183,932		183,932
At 31 December 2025	733,189		733,189
Accumulated amortisation
At 01 January 2025	348,411		348,411
Charge for the financial year	66,185		66,185
At 31 December 2025	414,596		414,596
Net book value
At 31 December 2025	318,593		318,593
At 31 December 2024	200,846		200,846

5. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2025	138,128		138,128
Additions	12,461		12,461
Disposals	( 6,729)		( 6,729)
At 31 December 2025	143,860		143,860
Accumulated depreciation
At 01 January 2025	104,866		104,866
Charge for the financial year	20,790		20,790
Disposals	( 4,261)		( 4,261)
At 31 December 2025	121,395		121,395
Net book value
At 31 December 2025	22,465		22,465
At 31 December 2024	33,262		33,262

6. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	62,381
Additions	2,529,003
At 31 December 2025	2,591,384
Carrying value at 31 December 2025	2,591,384
Carrying value at 31 December 2024	62,381

	Other investments		Total
	£		£
Cost or valuation before impairment
At 01 January 2025	80,811		80,811
At 31 December 2025	80,811		80,811
Carrying value at 31 December 2025	80,811		80,811
Carrying value at 31 December 2024	80,811		80,811

Other investments are held at cost less impairment where the price cannot be measured reliably.

7. Debtors

	2025		2024
	£		£
Trade debtors	338,895		571,026
Amounts owed by Group undertakings	1,846,159		1,456,054
Other debtors	219,914		143,199
	2,404,968		2,170,279

8. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	5,010		10,032
Trade creditors	88,339		53,621
Amounts owed to Group undertakings	100,564		40,909
Taxation and social security	471,650		405,948
Other creditors	1,086,057		697,696
	1,751,620		1,208,206

Included within other creditors are loans due to related parties of £200,000 (2024: £0). Interest is paid at a market rate and is fully repayable by December 2028.

9. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans	0		5,000
Other creditors	133,333		0
	133,333		5,000

Included within other creditors are loans due to related parties of £200,000 (2024: £0). Interest is paid at a market rate and is fully repayable by December 2028.

10. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
1,321,169 Ordinary shares of £ 0.0001 each (2024: 997,776 shares of £ 0.0001 each)	132		100
557,797 A series ordinary shares of £ 0.0001 each	56		56
	188		156

11. Related party transactions

The company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.