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Registered number: 07125478
ELSTON CONSULTING LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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ELSTON CONSULTING LIMITED
CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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ELSTON CONSULTING LIMITED
REGISTERED NUMBER: 07125478
BALANCE SHEET
AS AT 31 MARCH 2026
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Share based payment reserve
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ELSTON CONSULTING LIMITED
REGISTERED NUMBER: 07125478
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2026
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 July 2026.
The notes on pages 4 to 17 form part of these financial statements.
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ELSTON CONSULTING LIMITED
REGISTERED NUMBER: 07125478
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Share-based payment reserve
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Share based payments charge
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Share based payments charge
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The notes on pages 4 to 17 form part of these financial statements.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Elston Consulting Limited is a private company, limited by shares, incorporated in England and Wales,
registration number 07125478. The registered office is 1 King William Street, London, EC4N 7AF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
In assessing the Company’s ability to continue as a going concern, the directors have considered the Company’s current financial position, its cash flow forecasts, and the funding requirements for the period of at least twelve months from the date of approval of these financial statements. Based on this assessment, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
The directors have prepared detailed cash flow projections which demonstrate that the Company is expected to maintain sufficient liquidity to meet its obligations as they fall due. These projections take into account current trading performance, anticipated revenue streams, and planned cost management initiatives. Management have identified possible cost cutting measures that could be taken, if required.
Furthermore, the directors are confident in the Company’s strategic direction and expect to achieve significant growth in the short to medium term. The directors have also considered the repayment of the shareholder loan which, as disclosed in note 10, is due to be repaid on 31 August 2026.
Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of
financial assets and liabilities like trade and other debtors and creditors, loans from banks and other
third parties, loans to related parties and investments in ordinary shares.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The following are critical estimates that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Deferred tax asset
Management are required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the losses and other deductible temporary differences can be utilised.
Determining future taxable profits and the timing of when those profits will arise requires judgement regarding the future financial performance of the Company. In making this assessment, management has considered the Company's return to profitability during the year ended 31 March 2026 together with approved budgets and forecasts which indicate continued profitable trading in future periods.
Based on this assessment, management has concluded that it is more likely than not that sufficient future taxable profits will arise and has therefore recognised a deferred tax asset in respect of carried forward tax losses. The carrying value of the deferred tax asset is dependent upon future taxable profits being realised and therefore remains subject to estimation uncertainty.
Intangible fixed assets
The Company has recognised intangible fixed assets in the form of trademarks. The useful economic life (UEL) of the trademarks have been assessed at 3 years, based on the expected future economic benefits. This assessment is reviewed annually and adjusted if there is a significant change in the expected useful life.
Interest rate applied to shareholder loan
The Company received a shareholder loan on 18 August 2023 amounting to £450,000. The loan accrues interest at a rate of 12% per annum and is redeemable on 31 August 2026. Accounting standards require the loan to be recognised initially at the present value of future payments discounted using a market rate of interest for a similar instrument. The directors have considered whether the contractual interest rate is representative of a market rate and note that, whilst the Company has returned to profitability during the year ended 31 March 2026, the assessment should be based on the circumstances existing when the loan was entered into. At that time, the Company had a history of losses and a higher risk profile, which would likely have limited its ability to obtain comparable third-party financing on similar terms. Accordingly, the directors consider the contractual interest rate of 12% per annum to be reasonable and no market rate adjustment has been made.
Share based payments
On 14 September 2023 the Company granted 9,626,500 EMI share options with a further grant of 283,500 shares on 31 March 2025 to certain employees and directors. The Black Scholes model was used to fair value the share options due to the absence of an active market for the Company's shares.
The valuation process requires management to make certain assumptions about the share price at the grant date of the options, the risk free rate, dividend yield, expected life of the options and volatility. Management acknowledge that changes in the assumptions used, particularly the expected volatility and timing of a realisation event could materially affect the fair value of the options granted, and the charge in these financial statements. The share-based payment expense recorded in these financial statements represents management's best estimate.
Management have assessed that all of the share options will vest. See note 14 for further details.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
3.Judgments in applying accounting policies (continued)
Recognition of R&D tax credits
The Company expects to submit a claim for Research and Development (R&D) tax relief in respect of qualifying expenditure incurred during the year ended 31 March 2026. Due to uncertainty regarding the outcome of the claim and the amount that may ultimately be recoverable, management has concluded that the recognition criteria for an asset were not met at 31 March 2026. Accordingly, no income or receivable has been recognised in these financial statements.
Provision (note 12)
In the prior year, the Company recognised a provision in respect of penalties on outstanding VAT liabilities, which were subject to estimation due to their uncertain nature. Following the outcome of the review by HMRC, no penalties were charged and the provision was fully reversed during the year, with the reversal being recognised in the profit or loss account. Accordingly, no provision remains at the balance sheet date.
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The average monthly number of employees, including directors, during the year was 7 (2025 - 7).
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The total remuneration paid to directors during the year, excluding pension contributions, amounted to £698,429 (2025 - £633,142). Employer pension contributions of £14,364 (2025 - £39,698) were made in respect of directors during the year. The remuneration disclosed relates to two directors and reflects the differing roles, responsibilities, levels of operational involvement and contributions to business growth by each director within the business.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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The intangible assets balance is made up of two purchases of certain business assets in relation to two funds - as part of the purchase agreements, the Company have become sponsors of the funds. Management believe that trademarks is the most appropriate classification of the acquired assets.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Due after more than one year
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Prepayments and accrued income
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The amount owed by the director is unsecured, bears interest at 3.75% per annum and is repayable on demand. Interest is paid monthly.
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Cash and cash equivalents
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The Company received a loan from shareholders on 18 August 2023, amounting to £450,000. The loan accrues interest at a rate of 12% per annum and is redeemable on 31 August 2026.
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Creditors: Amounts falling due after more than one year
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Provision for VAT penalties
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Charged to profit or loss
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The Company recognised a provision in the prior year in respect to potential VAT penalties arising from an overclaim of VAT. Following the outcome of the review by HMRC, no penalties were charged and the provision was fully reversed during the year, with the reversal being recognised in the profit or loss account.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Allotted, called up and fully paid
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18,204,997 (2025 - 18,204,997) Ordinary shares of £0.01 each
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235,000 (2025 - 235,000) B Shares shares of £0.01 each
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Ordinary shares carry full voting rights at general meetings, the right to receive dividends, and the right to participate equally in distributions on a winding up. B shares do not carry rights to receive notice of, attend, or vote at general meetings, but otherwise rank equally with Ordinary shares for dividends and distributions on a winding up. No shares of any class have a right of redemption.
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On 14 September 2023, the Company granted 9,626,500 Enterprise Management Incentive ("EMI") share options. A further 283,500 non-EMI share options were granted on 31 March 2025 to certain employees and directors. Under the terms of the respective share option schemes, employees were granted options to purchase ordinary shares in the Company at an exercise price of £0.11 per share.
The options vest over a period of four years and are exercisable within ten years from the grant date. The vesting conditions are non-market company performance conditions.
During the year, 70,875 options vested. No options were exercised during the year.
The fair value of the options granted was estimated at the grant date using the Black-Scholes model. The total expense recognised in profit or loss in respect of share-based payments during the year was £14,541 (2025: £33,848).
At 31 March 2026, 9,910,000 share options were outstanding, comprising 9,626,500 EMI share options and 283,500 non-EMI share options.
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £15,912 (2025 - £13,289). Contributions totaling £2,504 (2025 - £2,134) were payable to the fund at the balance sheet date and are included in creditors.
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ELSTON CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Commitments under operating leases
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At 31 March 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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During the year, a director was advanced £228,000 (2025 - £50,279) in cash from the Company. The director repaid £128,000 (2025 - £604,432) of the advanced amount. As a result, the balance of the director's loan account as at the year-end is £250,000 (2025 - £150,000).
The amount owed by the director is unsecured and repayable on demand. Interest on the amount owed is calculated daily, at the current Official Interest Rate of 3.75% per annum, and is paid monthly.
During the year, the company made a charitable donation of £57,000 to a Charities Aid Foundation ("CAF") Charitable Trust. The trust is a donor-advised fund established by Henry Cobbe in 2010, a director and majority shareholder of the company, to support grants to UK registered charities.
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Post balance sheet events
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On 1 April 2026, the Board approved the exercise of vested share options held by Jiayu Qiao. Following receipt of the exercise notice, 708,500 ordinary shares were allotted at an exercise price of £0.11 per share, resulting in a total subscription value of £77,935. The share issue was approved by the Directors on 1 April 2026 and subsequently filed at Companies House on 12 June 2026.
The auditors' report on the financial statements for the year ended 31 March 2026 was unqualified.
The audit report was signed on 17 July 2026 by Sally Casson (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
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