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.
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 £2.41m £2.47m (2.7%)
Group operating (loss)/profit (£0.17m) £0.09m (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.
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
The directors present their annual report and financial statements for the year ended 31 March 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
The Group has made a net loss in the year ending 31 March 2025 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 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.
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).
Basis for 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 £1,046k during the year ended 31 March 2025, 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,011k (2024: £948k loss)
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.
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 amounts 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.
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 group.
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.
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 2025 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 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.
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.
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.
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.
Equity investments 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.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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.
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.
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, 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.
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.
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.
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.
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, 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.
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 through 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
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 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 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:
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
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.
No interest was charged on intercompany loans during the year. There are no set repayment dates or restrictions imposed by these loans.
The following amounts were included in related party loans at the reporting end date:
Interest charged on related party loans during the year was £235k (2024: £224k). This interest is accrued at 8-10% per annum and added to the loan balance. Accrued interest at 31 March 2025 was £526k (2024: £291k).
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.
The ordinary shares and A ordinary shares of £0.10 (2024: £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.
The balance in the share premium account represents the amount paid over the nominal value of the shares.
This represents the Company repurchase of 347,150 of its own shares.
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 (2024: £40,000) represents shares in Elateral Group Limited held by Elateral Trustees Limited.
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 2025 was £12k (2024: £10k).
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:
Consultancy fees of £15k (2024: £15k) are payable to LMS Capital Plc for managing investor shareholdings in Elateral Group Limited. Unpaid fees (net of VAT) of £134k were owed to LMS (2024: £119k). Unpaid fees of £44k (2024: £44k) were owed 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 £47k (2024: £48k).
At 31 March 2025, the company had loans payable to Westpool Investment Trust Plc, Adam Lavelle and John Elkins, all of whom are major shareholders, of £2,226k (2024: £1,992k). Further information available on note 17.
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.