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Registered number: 10921430 PELORUSX LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
PELORUSX LTD COMPANY INFORMATION
Directors | G M P Mackay-lewis
| J A Carroll
| J D C Smith
Registered number | 10921430
Registered office | 126 New Kings Road
| London
| SW6 4LZ
Independent auditors | White Hart Associates (London) Limited
| Chartered Accountants and Statutory Auditors
| 2 Lower Mortlake Road
| Richmond
| TW9 2JA
PELORUSX LTD CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Balance Sheet | 12
Company Balance Sheet | 13 - 14
Consolidated Statement of Changes in Equity | 15
Company Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17
Consolidated Analysis of Net Debt | 18
Notes to the Financial Statements | 19 - 36
PELORUSX LTD GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report of the Company (PelorusX Limited) and the Group (PelorusX Limited and its subsidiaries) for the year ended 31 December 2025.
Business review
2025 was a transformational year for the Pelorus Group, delivering record revenue and meaningful operating profit. This performance validates the sustained investment made in people, product and brand in prior years and demonstrates the scalability of the underlying business model. Group turnover grew by 72% to £23.8 million (2024: £13.8 million), driven by strong demand across our core product verticals and continued penetration of our primary market in the United States. Gross profit increased to £5.3 million (2024: £3.3 million), reflecting both volume growth and an improving product mix as higher-value bespoke itineraries accounted for a greater proportion of total revenue. The US client base remains our most significant market opportunity. High Net Worth and Ultra High Net Worth travellers in North America have demonstrated a sustained appetite for the deeply curated, access-driven experiences that Pelorus is uniquely positioned to deliver, with average transaction values continuing to rise as clients expand their engagement across our product verticals. The Group's multi-vertical structure - spanning land, sea and air - remains a meaningful competitive differentiator, enabling genuinely integrated itineraries that single-discipline operators cannot replicate. Notwithstanding the strong trading performance, the Group continues to invest in the capabilities required to support the next phase of growth, including technology, marketing and key hires, while headcount remained stable at 34, reflecting improved productivity across the business.
Brand and Product
Pelorus occupies a deliberately narrow position in the global luxury travel landscape, serving some of the world's most discerning and well-travelled clients. Our proposition centres on access to remote and rarely visited places, to private and privileged experiences, and to the logistical expertise required to execute extraordinarily complex travel flawlessly. The Pelorus brand continues to build recognition in its target markets, including inclusion in the Condé Nast Traveller Readers' Choice Awards as a leading Travel Specialist and recognition in Travel + Leisure World's Best Awards, reinforcing its position at the forefront of the luxury experiential travel sector.
Pelorus Foundation
Pelorus' commitment to the environment extends beyond the journeys it curates. As founding corporate benefactor of Pelorus Foundation, Pelorus works with its clients towards contributing a target of one percent of annual travel sales to fund the Foundation's conservation and climate programmes. This reflects a conviction that access to the world's most extraordinary places carries a responsibility to protect them. Through the Foundation, Pelorus supports grassroots initiatives spanning biodiversity protection, ecosystem restoration and the fight against illegal wildlife trade across more than ten countries - ensuring that every journey undertaken with Pelorus contributes, in part, to the stewardship of the natural world. Page 1
PELORUSX LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
B Corporation
Pelorus’s commitment to responsible business practices is further reflected in its status as a certified B Corporation. The Group continues to invest significant effort into improving its B Corp performance, with a renewed focus on strengthening the organisation across all assessed areas in advance of its upcoming recertification. This process is driving enhanced rigour, accountability and transparency across governance, environmental and social impact, ensuring that the business continues to align long term commercial growth with measurable positive impact.
Key Performance Indicators
| 2025 | 2024
| £ | £
Turnover | 23,763,791 | 13,832,425
Gross profit | 5,293,200 | 3,341,956
Operating profit/(loss) | 992,141 | (275,309)
Closing cash balance | 3,314,596 | 3,244,035
Financial Position
The Group has strengthened its balance sheet through disciplined cost management and a focus on operational efficiency and pricing. Management's ongoing priority is to improve the Group's financial position to enable effective navigation of the inherently seasonal travel cycle. The Group carries no third-party debt.
Future developments
Over the next twelve months, the Group intends to deploy capital into its IT and technology infrastructure to improve sales efficiency and enhance the client experience, including the continued development of its internal platform to drive consistency and scalability. In parallel, the Group will further embed its Private Client Manager model to strengthen client ownership and improve conversion through more personalised service delivery. The Group will also continue investing in targeted marketing, particularly in the United States, to accelerate growth within its core client segments, alongside ongoing refinement of its product offering across land, sea and air. Further investment in talent and training will support these initiatives, positioning the Group for sustained and scalable growth. Page 2
PELORUSX LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
The following risk factors may affect the Group's operating results and financial position. They should not be regarded as a complete statement of all potential risks and uncertainties facing the Group. Competitive market - The Group operates in a highly competitive market and responds by continually investing in its brand, product range and supplier relationships to maintain its market position. Foreign exchange - The Group is exposed to currency risk on overseas purchases. It partially hedges this exposure and closely manages its currency requirements and trip pricing to minimise the impact of fluctuations between invoicing and payment currencies. The Group's pre-departure settlement policy meaningfully reduces credit risk. Supplier concentration - The Group maintains close relationships with a broad range of suppliers and avoids over-reliance on any single partner. Senior management engages regularly with key suppliers to monitor both operational and financial matters. IT and systems - The Group is reliant on the uninterrupted operation of its technology infrastructure. Arrangements are in place to mitigate the risk of disruption from power loss, cyber threats or other events. Commercial and travel risks - The Group's trading performance may be affected by acts of terrorism, regional conflicts, epidemics, natural disasters, weather events, changes in customer behaviour and government tax policy. The Group seeks to mitigate these through a flexible, low-commitment business model. Geopolitical risks - The directors actively monitor a range of geopolitical developments, including the ongoing Russia-Ukraine conflict and its effect on Eastern European airspace and travel confidence; instability across the Middle East and its impact on certain destination categories and private aviation routing; US dollar strength relative to other currencies; and tariff and trade uncertainty under the current US administration and its potential effect on client sentiment and discretionary spending. The Group follows FCDO and US State Department guidance when monitoring risk and advising clients on travel decisions. This report was approved by the board on 30 June 2026 and signed on its behalf.
G M P Mackay-lewis Director
Page 3
PELORUSX LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £1,012,908 (2024 - loss £279,813). No dividend (2024: £Nil) was paid during the year. The Directors do not recommend the payment of a final dividend.
Directors
The directors who served during the year were:
J A Carroll
G M P Mackay-lewis
J D C Smith
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information. Page 4
PELORUSX LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 30 June 2026 and signed on its behalf.
G M P Mackay-lewis Director
Page 5
PELORUSX LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD
Opinion
We have audited the financial statements of PelorusX LTD (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 of the Parent Company's affairs as at 31 December 2025 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
PELORUSX LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. 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. Page 7
PELORUSX LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Group's and 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 8
PELORUSX LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)
Auditors' 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 Auditors' 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 Group 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: - We exercise professional judgment and maintain professional scepticism throughout the audit; - We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control; - We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control; - We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made; - We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; - We review the scope of the Group's compliance with The Package and Linked Travel Arrangements Regulations 2018 ("PTRs") and sample test relevant documentation to assess this and the effectiveness of its control environment; - We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements; - We review the Group's relationships with related parties and other group companies, identifying and disclosing transactions during the year and balances at year-end with such parties. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 9
PELORUSX LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)
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 Auditors' 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. Ms N A Spoor FCA FCCA (Senior Statutory Auditor) for and on behalf of White Hart Associates (London) Limited Chartered Accountants and Statutory Auditors 2 Lower Mortlake Road Richmond TW9 2JA 30 June 2026 Page 10
PELORUSX LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover |  | 23,763,791 | 13,832,425
Cost of sales |  | (18,470,591) | (10,490,469)
Gross profit |  | 5,293,200 | 3,341,956
Administrative expenses |  | (4,301,059) | (3,617,265)
Operating profit/(loss) |  | 992,141 | (275,309)
Interest receivable and similar income |  | 16,573 | 533
Interest payable and similar expenses |  | 6 | (765)
Profit/(loss) before tax |  | 1,008,720 | (275,541)
Tax on profit/(loss) |  | 4,188 | (4,272)
Profit/(loss) for the financial year |  | 1,012,908 | (279,813)
Other comprehensive income for the year |  |  |
Foreign exchange reserve movement |  | 3,347 | (1,693)
Other comprehensive income for the year |  | 3,347 | (1,693)
Total comprehensive income for the year |  | 1,016,255 | (281,506)
Profit for the year attributable to: |  |  |
Owners of the Parent Company |  | (1,012,908) | 279,813
|  | (1,012,908) | 279,813
Total comprehensive income attributable to: |
The notes on pages 19 to 36 form part of these financial statements.
Page 11
PELORUSX LTD REGISTERED NUMBER: 10921430 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 22,390 |  | 42,722
|  |  | 22,390 |  | 42,722
Current assets |  |  |  |  |
Debtors | 15 | 3,441,868 |  | 7,402,016 |
Cash at bank and in hand | 16 | 3,314,596 |  | 3,244,035 |
|  | 6,756,464 |  | 10,646,051 |
Creditors: amounts falling due within one year | 17 | (6,766,129) |  | (11,682,378) |
Net current liabilities |  |  | (9,665) |  | (1,036,327)
Total assets less current liabilities |  |  | 12,725 |  | (993,605)
Creditors: amounts falling due after more than one year | 18 |  | (135,847) |  | (140,690)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 20 | (5,598) |  | (10,680) |
|  |  | (5,598) |  | (10,680)
Net liabilities |  |  | (128,720) |  | (1,144,975)
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 113 |  | 113
Share premium account | 22 |  | 977,328 |  | 977,328
Foreign exchange reserve | 22 |  | 1,654 |  | (1,693)
Profit and loss account | 22 |  | (1,107,815) |  | (2,120,723)
Equity attributable to owners of the Parent Company |  |  | (128,720) |  | (1,144,975)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.
G M P Mackay-lewis
Director
The notes on pages 19 to 36 form part of these financial statements. Page 12
PELORUSX LTD REGISTERED NUMBER: 10921430 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 22,390 |  | 42,722
Investments | 14 |  | 5 |  | 4
|  |  | 22,395 |  | 42,726
Current assets |  |  |  |  |
Debtors | 15 | 572,408 |  | 1,590,821 |
Cash at bank and in hand | 16 | 36,185 |  | 33,751 |
|  | 608,593 |  | 1,624,572 |
Creditors: amounts falling due within one year | 17 | (891,201) |  | (1,762,652) |
Net current liabilities |  |  | (282,608) |  | (138,080)
Total assets less current liabilities |  |  | (260,213) |  | (95,354)
Creditors: amounts falling due after more than one year | 18 |  | (135,847) |  | (134,838)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 20 | (5,598) |  | (10,680) |
|  |  | (5,598) |  | (10,680)
Net liabilities |  |  | (401,658) |  | (240,872)
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 113 |  | 113
Share premium account | 22 |  | 977,328 |  | 977,328
Profit and loss account brought forward |  | (1,218,313) |  | (1,121,235) |
Loss for the year |  | (160,786) |  | (97,078) |
Profit and loss account carried forward |  |  | (1,379,099) |  | (1,218,313)
|  |  | (401,658) |  | (240,872)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.
G M P Mackay-lewis
Director
The notes on pages 19 to 36 form part of these financial statements. Page 13
PELORUSX LTD REGISTERED NUMBER: 10921430 COMPANY BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 Page 14

|  | PELORUSX LTD |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Foreign exchange reserve | Profit and loss account | Equity attributable to owners of Parent Company | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 113 | 977,328 | - | (1,840,910) | (863,469) | (863,469)
| Loss for the year | - | - | - | (279,813) | (279,813) | (279,813)
| Foreign exchange reserve movement | - | - | (1,693) | - | (1,693) | (1,693)
| At 1 January 2025 | 113 | 977,328 | (1,693) | (2,120,723) | (1,144,975) | (1,144,975)
| Profit for the year | - | - | - | 1,012,908 | 1,012,908 | 1,012,908
| Foreign exchange reserve movement | - | - | 3,347 | - | 3,347 | 3,347
| At 31 December 2025 | 113 | 977,328 | 1,654 | (1,107,815) | (128,720) | (128,720)
| The notes on pages 19 to 36 form part of these financial statements.
Page 15

PELORUSX LTD COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 113 | 977,328 | (1,121,235) | (143,794)
Loss for the year | - | - | (97,078) | (97,078)
At 1 January 2025 | 113 | 977,328 | (1,218,313) | (240,872)
Loss for the year | - | - | (160,786) | (160,786)
At 31 December 2025 | 113 | 977,328 | (1,379,099) | (401,658)
| The notes on pages 19 to 36 form part of these financial statements.
Page 16
PELORUSX LTD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 1,012,908 | (279,813)
Adjustments for: |  |
Depreciation of tangible assets | 15,612 | 15,210
Loss on disposal of tangible assets | - | 395
Interest paid | (6) | 765
Interest received | (16,573) | (533)
Taxation charge | (4,188) | 4,272
Decrease/(increase) in debtors | 3,922,251 | (3,486,428)
Decrease in amounts owed by associates | 37,897 | 5,474
(Decrease)/increase in creditors | (4,901,860) | 4,854,360
Corporation tax (paid)/received | (894) | 893
Net cash generated from operating activities | 65,147 | 1,114,595
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (12,963) | (29,121)
Sale of tangible fixed assets | 17,683 | -
Interest received | 16,573 | 533
Net cash from investing activities | 21,293 | (28,588)
Cash flows from financing activities |  |
Repayment of loans | (15,885) | (13,369)
Interest paid | 6 | (765)
Net cash used in financing activities | (15,879) | (14,134)
Net increase in cash and cash equivalents | 70,561 | 1,071,873
Cash and cash equivalents at beginning of year | 3,244,035 | 2,172,162
Cash and cash equivalents at the end of year | 3,314,596 | 3,244,035
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,314,596 | 3,244,035
| 3,314,596 | 3,244,035
The notes on pages 19 to 36 form part of these financial statements.
Page 17
PELORUSX LTD CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 3,244,035 | 70,561 | 3,314,596
Debt due after 1 year | (5,852) | 5,852 | -
Debt due within 1 year | (10,033) | 10,033 | -
| 3,228,150 | 86,446 | 3,314,596
The notes on pages 19 to 36 form part of these financial statements.
Page 18
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Pelorusx Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 126 New Kings Road, London, England, SW6 4LZ. Its principal activity is that of a holding company of a trading group. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The financial statements have been prepared on a Going Concern basis. The directors have assessed the Group and Company's financial position and forecast cash flows and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they believe it is appropriate to adopt the Going Concern basis in preparing these financial statements. Page 19
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
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 Consolidated 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'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Revenue
Turnover, excluding value added tax, represents the value of transactions, being accommodation, flights, yachts and ancillary products in which the Group is, for these purposes, regarded as being the principal. Turnover also includes the commission receivable by the Group on transactions in which it is regarded as acting as an agent. Turnover is recognised on a departure date basis for land based tour operator sales regardless of the fact that the package includes private aviation, yacht expeditions, private yacht and aviation retail charter revenue. Commission revenue on yacht charters where the Group acts as an agent is recognised at the point that the rights to receive the commission have been fully satisfied. In all other cases, commission is recognised upon receipt of commission from the principals.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 20
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Finance costs
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.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.
| 2.10 | Share-based payments
In the Group consolidated financial statements, where shares are granted to key employees in group companies in respect of the Company’s shares, the fair value of the shares is determined at the date of grant and charged to profit or loss in full the date of grant. The fair value is based upon open market value of the shares reflecting the voting rights attached to the shares, including any restrictions, and the fair value of the net assets of the Group. In the Company financial statements the share-based payment charge relates to grant of shares to key employees of the Company. Page 21
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
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 and the Group operate and generate 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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.
| 2.12 | Tangible fixed assets
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:
|  |  |  | Plant and machinery | - | 25% |
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. Page 22
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.15 | Cash and cash equivalents
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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.17 | Provisions for liabilities
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.
| 2.18 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement Page 23
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Page 24
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. a) Critical judgments in applying the Group's accounting policies The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure. b) Key accounting estimates and assumptions The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure. Page 25
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tour operator sales | 20,389,966 | 13,102,322
| Commissions | 337,834 | 146,124
| Other | 3,035,991 | 583,979
|  | 23,763,791 | 13,832,425
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 22,893,795 | 13,821,719
| USA | 869,996 | 10,706
|  | 23,763,791 | 13,832,425
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (88,856) | 142,629
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements | 52,500 | -
Page 26
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 1,811,572 | 1,435,699 | 1,581,724 | 1,298,260
| Social security costs | 221,253 | 132,117 | 202,844 | 120,802
| Cost of defined contribution scheme | 51,173 | 25,011 | 51,173 | 25,011
|  | 2,083,998 | 1,592,827 | 1,835,741 | 1,444,073
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Staff | 34 | 31 | 31 | 31
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 88,546 | 78,546
| Group contributions to defined contribution pension schemes | 3,558 | 1,540
|  | 92,104 | 80,086
| During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 16,573 | 533
|  | 16,573 | 533
Page 27
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | (6) | 765
|  | (6) | 765
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Foreign tax |  |
| Foreign tax on income for the year | 894 | 893
|  | 894 | 893
| Total current tax | 894 | 893
| Deferred tax |  |
| Origination and reversal of timing differences | (5,082) | 3,379
| Total deferred tax | (5,082) | 3,379
| Tax on profit/(loss) | (4,188) | 4,272
Page 28
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 1,008,720 | (275,541)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 252,180 | (68,885)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 11,860 | -
| Capital allowances for year in excess of depreciation | 657 | -
| Utilisation of tax losses | (183,348) | -
| Higher rate taxes on overseas earnings | 894 | 893
| Other timing differences leading to an increase (decrease) in taxation | (5,082) | 3,379
| Unrelieved tax losses carried forward | 36,081 | 68,885
| Group relief | (117,430) | -
| Marginal relief | - | -
| Total tax charge for the year | (4,188) | 4,272
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
12. | Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £160,786 (2024 - loss £97,078). Page 29
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Tangible fixed assets
| Group and Company
|  | Plant and machinery
|  | £
| Cost or valuation |
| At 1 January 2025 | 88,247
| Additions | 12,963
| Disposals | (35,156)
| At 31 December 2025 | 66,054
| Depreciation |
| At 1 January 2025 | 45,525
| Charge for the year on owned assets | 15,612
| Disposals | (17,473)
| At 31 December 2025 | 43,664
| Net book value |
| At 31 December 2025 | 22,390
Page 30
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 4
| Additions | 1
| At 31 December 2025 | 5
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Pelorus Adventures Ltd | 126 New Kings Road, London, England, SW6 4LZ | Ordinary | 100%
| Pelorus Yachting Ltd | 126 New Kings Road, London, United Kingdom, SW6 4LZ | Ordinary | 100%
| Pelorus Aviation Ltd | 126 New Kings Road, London, United Kingdom, SW6 4LZ | Ordinary | 100%
| Pelorus Agency Ltd | 126 New Kings Road, London, United Kingdom, SW6 4LZ | Ordinary | 100%
| Pelorus X LLC | – 108 West 13th St, Wilmington, Delaware, USA, 19801-1145 | Ordinary | 100%
| Pelorus Africa (Pty) Ltd | 1st Floor Constantia Village Courtyard, Constantia Main Road, Constantia, Cape Town, South Africa, 7806 | Ordinary | 100%
Page 31
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Subsidiary undertakings (continued)
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Pelorus Adventures Ltd | 373,215 | 582,871
| Pelorus Yachting Ltd | 189,868 | 562,746
| Pelorus Aviation Ltd | (17,204) | 56,025
| Pelorus Agency Ltd | - | -
| Pelorus X LLC | (274,112) | (27,466)
| Pelorus Africa (Pty) Ltd | (481) | (482)
15. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 282,713 | 188,453 | 4,364 | 182,667
| Amounts owed by group undertakings | - | - | 462,810 | 1,267,591
| Amounts owed by joint ventures and associated undertakings | 20,029 | 57,926 | 20,029 | 52,112
| Other debtors | 701,843 | 343,176 | 85,205 | 88,451
| Advance payments to suppliers | 2,437,283 | 6,812,461 | - | -
|  | 3,441,868 | 7,402,016 | 572,408 | 1,590,821
16. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 3,314,596 | 3,244,035 | 36,185 | 33,751
|  | 3,314,596 | 3,244,035 | 36,185 | 33,751
Page 32
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | - | 10,033 | - | -
| Payments received on account | 4,836,554 | 10,722,322 | - | -
| Trade creditors | 471,441 | 363,472 | 53,408 | 105,179
| Amounts owed to group undertakings | - | - | 589,699 | 1,451,315
| Other taxation and social security | 50,243 | 40,607 | 49,458 | 33,127
| Other creditors | 1,407,891 | 545,944 | 198,636 | 173,031
|  | 6,766,129 | 11,682,378 | 891,201 | 1,762,652
18. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | - | 5,852 | - | -
| Other creditors | 135,847 | 134,838 | 135,847 | 134,838
|  | 135,847 | 140,690 | 135,847 | 134,838
Included within other creditors is a loan of £135,847 (2024: £134,838) owed to the Company's principal shareholder. The loan is interest-free and repayable on demand, with no fixed repayment date agreed between the parties. The principal shareholder has confirmed that the loan will not be required to be repaid over the next 12 months.
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | - | 10,033
| Amounts falling due 1-2 years |  |
| Bank loans | - | 5,852
|  | - | 15,885
Page 33
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (10,680) | (7,301)
| Charged to profit or loss | 5,082 | (3,379)
| At end of year | (5,598) | (10,680)
| Company
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (10,680) | (7,301)
| Charged to profit or loss | 5,082 | (3,379)
| At end of year | (5,598) | (10,680)
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | (5,598) | (10,680) | (5,598) | (10,680)
|  | (5,598) | (10,680) | (5,598) | (10,680)
Page 34
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 82,885 (2024 - 82,885) A Ordinary shares of £0.001 each | 82.885 | 82.885
|  | 5,000 (2024 - 5,000) B Ordinary shares of £0.001 each | 5.000 | 5.000
|  | 9,700 (2024 - 9,700) C Ordinary shares of £0.001 each | 9.700 | 9.700
|  | 15,651 (2024 - 15,651) D Ordinary shares of £0.001 each | 15.651 | 15.651
|  |  | 113.236 | 113.236
| A Ordinary Shares carry equal voting rights (one vote per share on a poll, one per member on a show of hands), equal dividend rights and equal rights to capital on a winding up. B Ordinary Shares carry full voting, dividend and capital distribution rights. C Ordinary Shares carry no voting rights and no entitlement to dividends. D Ordinary Shares carry equal voting rights to the A Ordinary (one vote per share on a poll, one per member on a show of hands), discretionary dividend rights at rates determined by the directors or by ordinary resolution, and equal rights to capital on a winding up.
22. | Reserves
Share premium account The share premium account represents consideration received for shares issued above their nominal value, net of transaction costs. Foreign exchange reserve The foreign exchange reserve represents differences arising upon the revaluation of foreign subsidiaries stated in local currencies. The income, expenditure, assets and liabilities of the subsidiaries are revalued to match the presentation currency of the Group for reporting purposes, to show the entirety of the Group's results in Pounds Sterling (GBP). See accounting policy 2.4 for details of how the individual balances within the foreign subsidiaries are translated. Profit and loss account The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Group's shareholders.
23. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £51,173 (2024: £25,011). Contributions totalling £7,158 (2024: £5,672) were payable to the fund at the balance sheet date and are included in creditors. Page 35
PELORUSX LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Share-based payments
| On 11 January 2023 the company established the PelorusX EMI Share Option Plan (the "EMI Plan") and the Pelorusx Unapproved Share Option Plan (the "Unapproved Plan"). The shareholders authorised the directors to grant options over up to 18,153 B Ordinary Shares of £0.001 each under the Plans in aggregate, representing up to 14.11% of the enlarged share capital. On 11 January 2023 the following options were granted under the EMI Plan:
|  | Unexercised options b/fwd | Lapsed | Exercised | Unexercised options c/fwd
|  | £ | £ | £ | £
| Share options granted at a market value and exercise price of £0.001 per share |  |  |  |
| J Carroll | 7,861 | - | - | 7,861
| Key management | 4,632 | (2,316) | - | 2,316
| Total options granted | 12,493 | (2,316) | - | 10,177
25. | Commitments under operating leases
| The Group and the Company had no commitments under non-cancellable operating leases at the balance sheet date.
26. | Related party transactions
| The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group. This is because the Group prepares consolidated financial statements in which these transactions are eliminated in full.
27. | Post balance sheet events
There have been no significant events affecting the Group since the year end.
28. | Controlling party
The ultimate controlling party is Mr. G Mackay-Lewis, due to his majority shareholding in Pelorusx Limited.
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