Company registration number 07435521 (England and Wales)
ELATERAL GROUP LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ELATERAL GROUP LIMITED
COMPANY INFORMATION
Directors
Mr P H Blackburn
Mr J Elkins
Mr N R Friedlos
Mr A Lavelle
Mr C Lim
Secretary
Mr C Lim
Company number
07435521
Registered office
International House
64 Nile Street
London
N1 7SR
Auditor
Eacotts International Limited
Grenville Court
Britwell Road
Burnham
Buckinghamshire
SL1 8DF
ELATERAL GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 32
ELATERAL GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the Strategic report, Directors’ report and financial statements of Elateral Group Limited (the ‘Company’) for the year ended 31 March 2025.

The Company’s core business is that of a holding company. The Company’s financial position is therefore partly dependent on the financial position of the rest of the Elateral group (the ‘Group’). The principal activity of the Group comprises development and sale of marketing automation software and associated services.

The Group continues to invest heavily in developing its digital marketing platform, Brandgility, which brings efficiencies including speed, scale and control to the production of customised web banners and other materials. The associated cost of development has not been capitalised in the accounts.

Business review and results

The following table summarises those key performance indicators used by the directors to assess the performance of the Group as of the dates indicated.

2025 2024 Change

Group revenue £3.76m £4.30m (12.7%)

Subscription revenue £2.41 m £2.47m (2.7%)

Group operating (loss)/profit (£0.17m) £0.09 m (289.9%)

Principal risks and uncertainties

The Group is exposed through its operations to the following risks:

- Technology risk

- Foreign exchange risk

- Going concern risk

- Cyber risk

The Group is exposed to risks facing software businesses. This section describes the Group’s objectives, policies and procedures for managing those risks. Further quantitative information is provided throughout the financial statements.

Technology risk

Client requirements and the technological environment in which we operate is constantly changing. The Group is continuing to invest heavily in technology and innovations in order to drive client satisfaction and win new business.

ELATERAL GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Foreign exchange risk

A significant percentage of the Group’s revenue is derived in US Dollars, whilst some of its cost base, as well as the Group reporting currency is in Pound Sterling. Hence there is a risk that the relative strength of the two currencies could impact revenues and profitability of the Group. Accordingly, the directors closely monitor fluctuations in the exchange rate.

Going concern risk

The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. The directors are aware of the material uncertainties noted below which may cause doubt on the group's ability to continue as a going concern.

The Group has made a net loss in the year ending 31 March 2025 totalling £1,046k (2024: £871k) and has net liabilities at the year end date of £5,274k (2024: £4,324k). Included within creditors are loans and accrued interest of £4,503k (2024: £3,508k) due to the Group's major shareholders.

The Directors have received confirmation from those major shareholders that they remain supportive of the Group and that above loans and accrued interest will not be called upon before 30 June 2027. This confirmation is not legally binding.

In view of the above, the Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements.

Cyber risk

The Group continues to invest in technology and innovations in order to protect the business from cyber threats.

Financial position

The Consolidated statement of financial position shows negative equity, with much of creditors being shareholder loans. The shareholders remain supportive of the Group and confirm those loans will not be called upon before 31 December 2026.

Financial outlook

The Group continues to invest heavily in its new digital marketing platform, Brandgility. The Group believes that Brandgility will be the category leader for marketing content customisation at scale which will result in long term financial success.

On behalf of the board

Mr C Lim
Director
9 June 2026
ELATERAL GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company is that of a holding company. The principal activity of the Group comprises development and sale of marketing automation software and associated services.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P H Blackburn
Mr J Elkins
Mr N R Friedlos
Mr A Lavelle
Mr C Lim
Auditor

Eacotts International Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Material uncertainty regarding going concern

The Group has made a net loss in the year ending 31 March 202 5 totaling £1,046k (2024: £871k) and has net liabilities at the year end date of £5,274k (2024: £4,324k). Included within creditors are loan s and accrued interest of £4,503k (2024: £3,508k) due to the Group's major shareholder s.

The Directors have received confirmation from those major shareholders that they remain supportive of the Group and that above loan s and accrued interest will not be called upon before 3 0 June 202 7. This confirmation is not legally binding.

In view of the above the Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements.

ELATERAL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
On behalf of the board
Mr C Lim
Director
9 June 2026
ELATERAL GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -

The directors are responsible 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 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 then 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;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ELATERAL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELATERAL GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of Elateral Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 opinion.

Material uncertainty related to going concern

We draw attention to Note 1.4 in the financial statements which indicates that the group incurred a net loss of £1,046 k during the year ended 31 March 202 5, and, as of that date, the Group's liabilities exceed its total assets by £5,274k (2024: £4,324k). As stated in Note 1.4, these conditions create material uncertainty relating to the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the 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 financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

ELATERAL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ELATERAL GROUP LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

ELATERAL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ELATERAL GROUP LIMITED
- 8 -

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error.

A further 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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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.

Mr Brandis Savizon FCCA (Senior Statutory Auditor)
For and on behalf of Eacotts International Limited
9 June 2026
Accountants
ICAEW Registered Auditors
Grenville Court
Britwell Road
Burnham
Buckinghamshire
SL1 8DF
ELATERAL GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£'000
£'000
Turnover
3
3,755
4,302
Cost of sales
(5)
(7)
Gross profit
3,750
4,295
Administrative expenses
(3,916)
(4,203)
Operating (loss)/profit
4
(166)
92
Interest payable and similar expenses
8
(1,003)
(961)
Loss before taxation
(1,169)
(869)
Tax on loss
9
123
(2)
Loss for the financial year
20
(1,046)
(871)
Other comprehensive income
Currency translation gain taken to retained earnings
98
108
Total comprehensive income for the year
(948)
(763)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
ELATERAL GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
10
4
10
Current assets
Debtors
13
243
802
Cash at bank and in hand
1,035
718
1,278
1,520
Creditors: amounts falling due within one year
14
(6,554)
(5,470)
Net current liabilities
(5,276)
(3,950)
Total assets less current liabilities
(5,272)
(3,940)
Creditors: amounts falling due after more than one year
15
(2)
(384)
Net liabilities
(5,274)
(4,324)
Capital and reserves
Called up share capital
19
7,909
7,909
Share premium account
20
6,907
6,907
Capital redemption reserve
20
633
633
Other reserves
20
15,410
15,410
Share reserve
(40)
(40)
Profit and loss reserves
20
(36,093)
(35,143)
Total equity
(5,274)
(4,324)
The financial statements were approved by the board of directors and authorised for issue on 9 June 2026 and are signed on its behalf by:
09 June 2026
Mr C Lim
Director
Company registration number 07435521 (England and Wales)
ELATERAL GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 11 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
11
1,000
1,000
1,000
1,000
Current assets
Debtors
13
5,712
5,730
Creditors: amounts falling due within one year
14
(4,789)
(3,429)
Net current assets
923
2,301
Total assets less current liabilities
1,923
3,301
Creditors: amounts falling due after more than one year
15
-
(367)
Net assets
1,923
2,934
Capital and reserves
Called up share capital
19
7,909
7,909
Share premium account
20
6,907
6,907
Capital redemption reserve
20
633
633
Profit and loss reserves
20
(13,526)
(12,515)
Total equity
1,923
2,934

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,011 k (202 4: £948 k loss)

The financial statements were approved by the board of directors and authorised for issue on 9 June 2026 and are signed on its behalf by:
09 June 2026
Mr C Lim
Director
Company registration number 07435521 (England and Wales)
ELATERAL GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Share premium account
Capital redemption reserve
Group consolidation reserve
Share reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2023
7,909
6,907
633
15,410
(40)
(34,379)
(3,560)
Year ended 31 March 2024:
Loss for the year
-
-
-
-
-
(871)
(871)
Other comprehensive income:
Currency translation differences
-
-
-
-
-
108
108
Total comprehensive income
-
-
-
-
-
(763)
(763)
Balance at 31 March 2024
7,909
6,907
633
15,410
(40)
(35,143)
(4,324)
Year ended 31 March 2025:
Loss for the year
-
-
-
-
-
(1,046)
(1,046)
Other comprehensive income:
Currency translation differences
-
-
-
-
-
98
98
Total comprehensive income
-
-
-
-
-
(948)
(948)
Balance at 31 March 2025
7,909
6,907
633
15,410
(40)
(36,093)
(5,274)
ELATERAL GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2023
7,909
6,907
633
(11,567)
3,882
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
-
(948)
(948)
Balance at 31 March 2024
7,909
6,907
633
(12,515)
2,934
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
(1,011)
(1,011)
Balance at 31 March 2025
7,909
6,907
633
(13,526)
1,923
ELATERAL GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
26
344
165
Interest paid
(9)
(31)
R&D credit received
(3)
272
Net cash inflow from operating activities
332
406
Investing activities
Purchase of tangible fixed assets
-
(3)
Net cash used in investing activities
-
(3)
Financing activities
Proceeds from borrowings
(15)
(15)
Net cash used in financing activities
(15)
(15)
Net increase in cash and cash equivalents
317
388
Cash and cash equivalents at beginning of year
718
330
Cash and cash equivalents at end of year
1,035
718
ELATERAL GROUP LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash (absorbed by)/generated from operations
27
-
0
1
Interest paid
-
0
(1)
Net cash outflow from operating activities
-
-
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
1
Accounting policies
Company information

Elateral Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is International House, 64 Nile Street, London, N1 7SR.

The group consists of Elateral Group Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Elateral Group Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. The directors are aware of the material uncertainties noted below which may cause doubt on the group's ability to continue as a going concern.

The Group has made a net loss in the year ending 31 March 202 5 totaling £1,046k (2024: £871k) and has net liabilities at the year end date of £5,274k (2024: £4,324k). Included within creditors are loans and accrued interest of £4,503k (2024: £3,508k) due to the Group's major shareholders.

The Directors have received confirmation from those major shareholders that they remain supportive of the Group and that the above loan s and accrued interest will not be called upon before 3 0 June 202 7. This confirmation is not legally binding.

In view of the above, the Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
Between 3 and 5 years

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 recognised in the profit and loss account.

1.8
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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). 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

1.10
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 current liabilities.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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 m ethod 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.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

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 paymen ts 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.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the Statement or financial position date, and any adjustment to tax payable in respect of previous years..

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 21 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

1.15
Retirement benefits

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

1.16
Leases

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 lease d asset are consumed.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Statements of comprehensive income of such undertakings are consolidated at the average rates of exchange during the year. Gains and losses arising on these transactions are taken to reserves.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue on license contracts

Revenue recognition for license revenue contracts contains an element of judgement, in specific cases management will start recognising revenue at a point which management deem the license is available for use.

Impairment of investments

Management has reviewed factors for impairment of investments in subsidiaries. Investment value in relation to subsidiary undertakings was not impaired during the year (£2.1m during 2021), the total value of the investment remains at £1.0m.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
3
Turnover
2025
2024
£'000
£'000
Turnover analysed by class of business
Sale of licenses
2,407
2,475
Services
1,348
1,827
3,755
4,302
2025
2024
£'000
£'000
Turnover analysed by geographical market
United Kingdom
102
137
Rest of the world
3,653
4,165
3,755
4,302
4
Operating (loss)/profit
2025
2024
£'000
£'000
Operating (loss)/profit for the year is stated after charging:
Exchange losses
93
99
Research and development costs
776
1,418
Depreciation of owned tangible fixed assets
6
6
Operating lease charges
8
10
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
26
25
Audit of the financial statements of the company's subsidiaries
4
4
30
29
For other services
Taxation compliance services
6
6
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Managment & admin
3
4
-
-
Sales & marketing
2
1
-
-
Technical and services
17
18
-
-
Total
22
23
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Wages and salaries
1,611
1,517
-
0
-
0
Social security costs
151
161
-
-
Pension costs
88
135
-
0
-
0
1,850
1,813
-
0
-
0
7
Directors' remuneration
2025
2024
£'000
£'000
Remuneration for qualifying services
370
355
Company pension contributions to defined contribution schemes
22
81
392
436

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£'000
£'000
Remuneration for qualifying services
195
185
Company pension contributions to defined contribution schemes
13
52
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
8
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
9
30
Dividends on redeemable preference shares not classified as equity
69
69
Other interest on financial liabilities
925
862
1,003
961
9
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
(123)
(132)
Adjustments in respect of prior periods
-
0
134
Total current tax
(123)
2

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£'000
£'000
Loss before taxation
(1,169)
(869)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(292)
(217)
Tax effect of expenses that are not deductible in determining taxable profit
298
278
Unutilised tax losses carried forward
13
-
0
Permanent capital allowances in excess of depreciation
(2)
(3)
Research and development tax credit
(87)
(104)
Effect of overseas tax rates
(53)
(85)
Under/(over) provided in prior years
-
0
133
Taxation (credit)/charge
(123)
2
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
10
Tangible fixed assets
Group
Fixtures and fittings
£'000
Cost
At 1 April 2024 and 31 March 2025
18
Depreciation and impairment
At 1 April 2024
8
Depreciation charged in the year
6
At 31 March 2025
14
Carrying amount
At 31 March 2025
4
At 31 March 2024
10
The company had no tangible fixed assets at 31 March 2025 or 31 March 2024.
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
12
-
0
-
0
1,000
1,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 April 2024 and 31 March 2025
1,000
Carrying amount
At 31 March 2025
1,000
At 31 March 2024
1,000
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Elateral Inc
1
Ordinary
0
100.00
Elateral Limited
2
Ordinary
0
100.00
Elateral Trustees Limited
3
Ordinary
0
100.00
Elateral Holdings Limited
3
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
Suite 300, 1 Westbrook Corporate Center, Westchester, IL 60154, USA
2
Centaur House, Ancells Road, Fleet, England, GU51 2UJ
3
International House, 64 Nile Street, London, N1 7SR

Elateral Holdings Limited is owned directly by Elateral Group Limited; all other subsidiaries are owned indirectly.

All of the above entities have been included in this consolidated set of financial statements.

13
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
24
698
1
-
0
Corporation tax recoverable
126
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
0
5,671
5,690
Other debtors
25
31
-
0
-
0
Prepayments and accrued income
68
73
40
40
243
802
5,712
5,730

No interest was charged on intercompany loans during the year. There are no set repayment dates or restrictions imposed by these loans.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
14
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Bank loans
16
15
15
-
0
-
0
Other borrowings
16
4,603
3,242
4,603
3,242
Trade creditors
175
192
-
0
-
0
Other taxation and social security
41
46
-
0
-
0
Other creditors
15
11
-
0
-
0
Accruals and deferred income
1,705
1,964
186
187
6,554
5,470
4,789
3,429
15
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
16
2
17
-
0
-
0
Other borrowings
16
-
0
367
-
0
367
2
384
-
367
16
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Bank loans
17
32
-
0
-
0
Preference shares and accrued dividends
2,277
1,518
2,277
1,518
Loans from related parties
2,226
1,991
2,226
1,991
Other loans
100
100
100
100
4,620
3,641
4,603
3,609
Payable within one year
4,618
3,257
4,603
3,242
Payable after one year
2
384
-
0
367
The balance for preferred shares and accrued dividends classed as financial liabilities is made up as follows:
2025
2024
£'000
£'000
286,664 Preferred Shares of £0.1 each
-
-
Share premium on issued Preferred Shares
-
-
Accrued dividends on Preferred Shares
2,277
1,518
2,277
1,518
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
16
Loans and overdrafts
(Continued)
- 28 -
Preference shares are redeemable at the option of the Company at any time after 19 February 2012.
Following a changes in the company's Articles of Association on 31 March 2023 the preference shares have been transferred to equity. The only remaining preference share balance included in liabilities is in relation to accrued dividends.
17
Related party loans

The following amounts were included in related party loans at the reporting end date:

2025
2024
£'000
£'000
Group
Westpool Investment Trust Plc
1,494
1,327
Adam Lavelle
433
400
John Elkins
299
265
2,226
1,992
Company
Westpool Investment Trust Plc
1,494
1,327
Adam Lavelle
433
400
John Elkins
299
265
2,226
1,992

Interest charged on related party loans during the year was £235 k (202 4: £224 k). This interest is accrued at 8-10% per annum and added to the loan balance. Accrued interest at 31 March 202 5 was £526 k (202 4: £291 k).

18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
88
135

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of 10p each
1,969,372
1,969,372
197
197
Ordinary A shares of 10p each
59,870
59,870
6
6
2,029,242
2,029,242
203
203
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
19
Share capital
(Continued)
- 29 -
2025
2024
2025
2024
Preference share capital
Number
Number
£'000
£'000
Issued and fully paid
Preference shares of 10p each
286,664
286,664
29
29
A1 preference shares of £'0001 each
7,677,332
7,677,332
7,677
7,677
7,963,996
7,963,996
7,706
7,706
Preference shares classified as equity
7,706
7,706
Total equity share capital
7,909
7,909

The ordinary shares and A ordinary shares of £0.10 (202 4: £0.10) carry one vote each. Voting rights on the preferred shares are calculated on an as converted basis. Any individual holder of preferred shares may at any time convert the whole of his preferred shares into ordinary shares. The rate of conversion shall be one ordinary share for each preferred share held.

Dividends, accruing from the date of subscription, are payable in respect of the preferred shares (fixed dividends) at an aggregate amount of £68,800 per annum. This dividend is payable each year on 17 June. Dividends do not accrue on ordinary shares or ordinary A shares. Their payment depends on a recommendation by the directors. No ordinary dividend is payable if there are arrears of any other dividends.

Upon a realisation event or at the option of the company, the preferred shares shall be redeemed at £6 per share.

On liquidation or capital reduction, the assets of the company remaining after the payments of its liabilities shall be applied in the following order of priority:

- First to the holders of the A1 preference shares £1 per share together with a sum equal to any arrears and accruals of the A1 preferential dividend and if there is a shortfall the proceeds shall be distributed to the holders of the A1 preference shares in proportion to the amounts due on each share held;

- Second to the holders of the preferred shares £6 per share together with a sum equal to any arrears or accruals of the fixed dividend and if there is a shortfall the proceeds shall be distributed to the holders of the preferred shares in proportion to the amounts due on each share held;

- Third in paying to the holders of equity shares (ordinary shares and A ordinary shares) in proportion to the numbers of equity shares by each with the holders of the preferred shares participating on an as converted basis until the holders of the equity shares have received a sum equal to £1,000,000 per share.

20
Reserves
Share premium

The balance in the share premium account represents the amount paid over the nominal value of the shares.

Capital redemption reserve

This represents the Company repurchase of 347,150 of its own shares.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
20
Reserves
(Continued)
- 30 -
Group consolidation reserve

Consolidation reserve

Arises from the process of group consolidation. This occurs when the amount paid by the parent company for its interest in a subsidiary company is different from the subsidiary's underlying net asset fair value.

Share reserve

The amount £40,000 (202 4: £40,000) represents shares in Elateral Group Limited held by Elateral Trustees Limited.

21
Financial commitments, guarantees and contingent liabilities

The Group has a cross guarantee which includes Elateral Group Limited, Elateral Holdings Limited and Elateral Limited and secures commercial card and BACS facilities. The total balance in relation to this at 31 March 202 5 was £1 2 k (202 4: £1 0 k).

22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Within one year
34
34
-
-
Between two and five years
6
39
-
-
40
73
-
-
23
Related party transactions

Consultancy fees of £15 k (202 4: £15k) are payable to LMS Capital Plc for managing investor shareholdings in Elateral Group Limited. Unpaid fees (net of VAT) of £1 34 k w ere ow ed to LMS (202 4: £119 k). Unpaid fees of £44k (202 4: £44k) were ow ed to Gresham House Asset Management Ltd, who previously managed investor shareholdings in Elateral Group Limited. No interest is accruing in these amounts and they are repayable upon investor exiting the business.

The amount incurred for chairman fees during the year was £47 k (202 4: £48 k).

At 31 March 202 5, the company had loans payable to Westpool Investment Trust Plc, Adam Lavelle and John Elkins, all of whom are major shareholders, of £2,226 k (202 4: £1,992 k). Further information available on note 1 7.

24
Controlling party

The ultimate controlling party is LMS Capital Plc due to their majority shareholding in Elateral Group Limited.

The ultimate controlling party is LM S Capital Plc due to their majority shareholding in Elateral Group Limited.

ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
25
Employee share option schemes and trusts

The company operates an Employee Share Option Scheme (ESOS). The shares held within this scheme are for distribution to the employees of the company and its subsidiaries. Any person who is an employee or Director of the company, or any of its subsidiaries at the relevant granting date is eligible to be granted options under the scheme. The associated costs of establishing and administering the scheme are expenses directly to the Statement of Comprehensive Income of the company as they arise.

There are 1,543,937 share options in the scheme, once vested, they are exercisable at any time. The value of these options is not material.

26
Cash generated from group operations
2025
2024
£'000
£'000
Loss for the year after tax
(1,046)
(871)
Adjustments for:
Taxation (credited)/charged
(123)
2
Finance costs
1,003
961
Depreciation and impairment of tangible fixed assets
6
6
Foreign exchange gains on cash equivalents
98
107
Movements in working capital:
Decrease in debtors
598
294
Decrease in creditors
(192)
(334)
Cash generated from operations
344
165
27
Cash (absorbed by)/generated from operations - company
2025
2024
£'000
£'000
Loss for the year after tax
(1,011)
(948)
Adjustments for:
Finance costs
994
931
Movements in working capital:
Decrease in debtors
18
73
Decrease in creditors
(1)
(55)
Cash (absorbed by)/generated from operations
-
1
ELATERAL GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 32 -
28
Analysis of changes in net debt - group
1 April 2024
Cash flows
Market value movements
31 March 2025
£'000
£'000
£'000
£'000
Cash at bank and in hand
718
317
-
1,035
Borrowings excluding overdrafts
(3,641)
(1,973)
994
(4,620)
(2,923)
(1,656)
994
(3,585)
29
Analysis of changes in net debt - company
1 April 2024
Cash flows
Market value movements
31 March 2025
£'000
£'000
£'000
£'000
Borrowings excluding overdrafts
(3,609)
(1,988)
994
(4,603)
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