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Registered number: 10081148 ELM CAPITAL HOLDING LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
ELM CAPITAL HOLDING LIMITED
COMPANY INFORMATION
Directors | E Deshormes
| B De Benedetti
| S Page
| M Renson
Registered number | 10081148
Registered office | Southwest House
| 11a Regent Street
| London
| SW1Y 4LR
Independent auditors | Sopher + Co LLP
| Chartered Accountants & Statutory Auditors
| 5 Elstree Gate
| Elstree Way
| Borehamwood
| Hertfordshire
| WD6 1JD
ELM CAPITAL HOLDING LIMITED
CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Statement of Financial Position | 11
Company Statement of Financial Position | 12
Consolidated Statement of Changes in Equity | 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 - 30
ELM CAPITAL HOLDING LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The Subsidiary Companies specialise in advising private equity funds and private equity investors. These Companies assist General Partners in their fundraising activities and provide advisory services for the secondary sales of private equity funds, companies, portfolios of funds and portfolios of Companies.
Business review
In the current year, the Group reported a profit before tax of £73 (2024 - loss £629,784). The Subsidiary Companies have generated intermediation and placement fees of £3,339,699 (2024 - £2,840,693) in the year to 31 December 2025. The prior year was characterised by more challenging market conditions, including reduced liquidity and a slowdown in fundraising activity across the private markets environment. These conditions affected the timing and execution of transactions and contributed to a reduction in activity levels during that period. While such conditions may support increased demand for liquidity solutions, including secondary transactions, there is typically a delay before this is reflected in completed mandates. As a result, the Company experienced a period of lower revenue in 2024. During the current year, there has been an improvement in activity levels, supported by the Company’s broader advisory capabilities and a gradual stabilisation in market conditions. The results for the year and the financial position at the year-end were considered satisfactory by the directors who expect growth in the foreseeable future.
Principal risks and uncertainties
The principal risks facing the Group are market risk, operational risk and regulatory risk. Market risk remains the most significant, as adverse market conditions may impact investor appetite for new funds and related advisory activity. The directors consider that the Group has the capability to respond to changing market conditions through diversification of its activities. The principal operational risk relates to the potential incapacity of key personnel. The Company seeks to mitigate this risk through the employment of appropriately skilled professionals. Regulatory risk is managed through the engagement of external regulatory consultants who periodically review compliance and provide advice where necessary.
Financial key performance indicators
Given the nature and size of the business, the directors consider that additional key performance indicators are not necessary for an understanding of the Company’s development, performance or position. Page 1
ELM CAPITAL HOLDING LIMITED
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
The Board of Directors of Elm Capital Holding Limited consider that they have acted, in good faith, in a manner most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) (a) to (f) of the Companies Act 2006, in the decisions taken during the financial year ended 31 December 2025. Consideration of the long-term consequences of decisions is embedded within the Group’s decision-making processes. As a privately-owned company, the director considers that the interests of the Group and its shareholders are aligned in seeking sustainable long-term value creation. This supports a focus on maintaining relationships with stakeholders, including clients and suppliers. The Group is regulated by the Financial Conduct Authority in respect of its advisory activities and is required to act with due skill, care and diligence. The Group operates in a sector where maintaining a strong reputation for high standards of business conduct is important. The Group expects its employees and counterparties to act with integrity, honesty and professionalism. The Group has zero tolerance to fraud and consistently maintains effective oversight and scrutiny processes, executed with independence and impartiality. Integrity is underpinned with policies covering areas including bribery and corruption, data protection, equality, diversity and inclusion, modern slavery, fraud and whistleblowing, supported by appropriate oversight processes. This report was approved by the board on 3 August 2026 and signed on its behalf.
E Deshormes Director
Page 2
ELM CAPITAL HOLDING LIMITED
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
The Directors who served during the year were:
E Deshormes
B De Benedetti
S Page
M Renson
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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 £2,103 (2024 - loss £642,050). The Directors propose preference dividends of £24,000 for the year.
Future developments
There are no plans which will significantly change the activities and risks of the Company and the Group.
Engagement with employees
The Group has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the Group's performance and of any significant organisational changes. Page 3
ELM CAPITAL HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Engagement with suppliers, customers and others
The Group does not confirm to any code or standard regarding payment practice. However, it is the Group's policy to settle the terms of payment with suppliers when business is agreed, to ensure that suppliers are made aware of them and to pay invoices in accordance with these terms.
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.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditors
The auditors, Sopher + Co LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 3 August 2026 and signed on its behalf.
E Deshormes Director
Page 4
ELM CAPITAL HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED
Opinion
We have audited the financial statements of Elm Capital Holding Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and 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 5
ELM CAPITAL HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (CONTINUED)
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 6
ELM CAPITAL HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 7
ELM CAPITAL HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of similar businesses; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation and data protection, rules and regulations set out by the Financial Conduct Authority, anti-bribery, employment, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and ∙understanding the design of the Group’s remuneration policies. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙reading the minutes of meetings of those charged with governance; and ∙enquiring of management as to actual and potential litigation and claims. Page 8
ELM CAPITAL HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (CONTINUED) There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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.
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. Hazel Young FCA (Senior Statutory Auditor) for and on behalf of Sopher + Co LLP Chartered Accountants Statutory Auditors 5 Elstree Gate Elstree Way Borehamwood Hertfordshire WD6 1JD 3 August 2026 Page 9
ELM CAPITAL HOLDING LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
| £ | £
Turnover | 3,339,699 | 2,840,693
Administrative expenses | (3,166,121) | (3,305,476)
Operating profit/(loss) | 173,578 | (464,783)
Interest receivable and similar income | 5 | 21
Interest payable and similar expenses | (173,510) | (165,022)
Profit/(loss) before taxation | 73 | (629,784)
Tax on profit/(loss) | 2,030 | (12,266)
Profit/(loss) for the financial year | 2,103 | (642,050)
Profit/(loss) for the year attributable to: |  |  |
Owners of the Company |  | 2,103 | (642,050)
The notes on pages 16 to 30 form part of these financial statements.
Page 10
ELM CAPITAL HOLDING LIMITED REGISTERED NUMBER:10081148
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 772 |  | 1,541
Tangible assets | 14 |  | 64,737 |  | 83,280
|  |  | 65,509 |  | 84,821
Current assets |  |  |  |  |
Debtors | 16 | 1,942,733 |  | 2,215,223 |
Cash at bank and in hand |  | 354,690 |  | 171,494 |
|  | 2,297,423 |  | 2,386,717 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (2,353,723) |  | (2,438,402) |
Net current liabilities |  |  | (56,300) |  | (51,685)
Total assets less current liabilities |  |  | 9,209 |  | 33,136
Provisions for liabilities |  |  |  |  |
Deferred taxation | 18 | (5,500) |  | (7,530) |
|  |  | (5,500) |  | (7,530)
Net assets |  |  | 3,709 |  | 25,606
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 201,115 |  | 201,115
Share premium account | 20 |  | 7,578 |  | 7,578
Capital redemption reserve | 20 |  | 65,280 |  | 65,280
Profit and loss account | 20 |  | (270,264) |  | (248,367)
Equity attributable to owners of the Company |  |  | 3,709 |  | 25,606
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 August 2026.
E Deshormes
Director
The notes on pages 16 to 30 form part of these financial statements. Page 11
ELM CAPITAL HOLDING LIMITED REGISTERED NUMBER:10081148
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 710,204 |  | 710,204
Current assets |  |  |  |  |
Debtors | 16 | 1,028,789 |  | 1,403,581 |
Cash at bank and in hand |  | 1,646 |  | 1,646 |
|  | 1,030,435 |  | 1,405,227 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (1,576,162) |  | (1,904,697) |
Net current liabilities |  |  | (545,727) |  | (499,470)
Net assets |  |  | 164,477 |  | 210,734
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 201,115 |  | 201,115
Share premium account | 20 |  | 7,578 |  | 7,578
Profit and loss account carried forward |  |  | (44,216) |  | 2,041
|  |  | 164,477 |  | 210,734
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 August 2026.
E Deshormes
Director
The notes on pages 16 to 30 form part of these financial statements. Page 12
ELM CAPITAL HOLDING LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2025 | 201,115 | 7,578 | 65,280 | (248,367) | 25,606
Profit for the year | - | - | - | 2,103 | 2,103
Preferred Dividends: Equity capital | - | - | - | (24,000) | (24,000)
At 31 December 2025 | 201,115 | 7,578 | 65,280 | (270,264) | 3,709
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 201,115 | 7,578 | 65,280 | 393,683 | 667,656
Profit for the year | - | - | - | (642,050) | (642,050)
At 31 December 2024 | 201,115 | 7,578 | 65,280 | (248,367) | 25,606
| The notes on pages 16 to 30 form part of these financial statements.
Page 13
ELM CAPITAL HOLDING LIMITED
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 2025 | 201,115 | 7,578 | 2,041 | 210,734
Loss for the year | - | - | (22,257) | (22,257)
Contributions by and distributions to owners |  |  |  |
Preferred Dividends: Equity capital | - | - | (24,000) | (24,000)
At 31 December 2025 | 201,115 | 7,578 | (44,216) | 164,477
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 201,115 | 7,578 | 2,041 | 210,734
At 31 December 2024 | 201,115 | 7,578 | 2,041 | 210,734
| The notes on pages 16 to 30 form part of these financial statements.
Page 14
ELM CAPITAL HOLDING LIMITED
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 | 2,103 | (642,050)
Adjustments for: |  |
Amortisation of intangible assets | 769 | 769
Depreciation of tangible assets | 21,702 | (53,811)
Interest paid | 173,510 | 165,001
Interest received | (5) | (21)
Taxation charge | - | (242)
Decrease in debtors | 271,127 | 656,466
(Decrease) in creditors | (206,985) | (14,392)
(Decrease)/increase in provisions | (2,030) | 12,508
Corporation tax received | 1,363 | 305
Net cash generated from operating activities | 261,554 | 124,533
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (3,159) | -
Purchase of tangible fixed assets | - | (3,160)
Interest received | 5 | 21
Net cash from investing activities | (3,154) | (3,139)
Cash flows from financing activities |  |
Repayment of loans | (401,694) | -
Other new loans | 500,000 | 134,854
Interest paid | (173,510) | (165,001)
Net cash used in financing activities | (75,204) | (30,147)
Net increase in cash and cash equivalents | 183,196 | 91,247
Cash and cash equivalents at beginning of year | 171,494 | 80,247
Cash and cash equivalents at the end of year | 354,690 | 171,494
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 354,690 | 171,494
| 354,690 | 171,494
The notes on pages 16 to 30 form part of these financial statements.
Page 15
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Elm Capital Holding Limited is a Limited Company incorporated and domiciled in England and Wales, with its registered office address at 7th Floor, Southwest House, 11A Regent Street, London, SW1Y 4LR. The Company's principal activity is that of a holding company. It is the parent company to Elm Capital Associates Limited, Elm Capital USA Limited and Elm Capital EU Unipessoal Lda. 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.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is £ Sterling. 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. Page 16
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Turnover
Turnover comprises revenue recognised by the Company in respect of services provided during the year, exclusive of Value Added Tax. The Company provides investment placement and advisory services, primarily assisting clients in sourcing and securing investors for primary fundraisings and secondary transactions. Revenue is recognised when performance obligations under the service agreement are substantially complete. This is generally considered to be the point at which the Company has secured a letter of intent (LOI) or formal investor commitment to invest in a fund, as the substantive work under the engagement is then complete and any remaining steps to fund close are administrative in nature. For other advisory services, revenue is recognised upon completion of the specific service provided.
| 2.5 | Operating leases: the Group as lessee
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.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 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 | Pensions
The Group contributes to 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 17
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | 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 reporting 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 reporting 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 reporting date.
| 2.10 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Page 18
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold property | - | Over the lease term
|  |  |  | Fixtures and fittings | - | 20%-33% straight line basis
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.13 | Basic financial instruments
Basic financial instruments include trade & other debtors, trade & other creditors, cash at bank & in hand and investments in subsidiaries. Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties. Interest bearing borrowings, such bank loans, classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Thereafter they are stated at amortised cost using the effective interest method. Cash and cash equivalents comprise cash balances and call deposits.
| 2.14 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Preference dividends are cumulative and accrue at 12% per annum on the par value of the preference shares. They are recognised as a liability when they become payable, being within two months of the end of each financial year. Where distributable profits are insufficient to meet the dividend in full, the unpaid balance is recognised as a debt due from the Company to the preference shareholders. Page 19
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgments and estimates have been made include: Property, plant and equipment - are depreciated over their useful life taking into account, where appropriate, residual values. Assessment of useful lives and residual values are performed annually, taking into account factors such as economic viability and expected future financial performance of the asset. In assessing the residual values, the remaining life of the asset, its projected disposal value and future market conditions are taken into account.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Placement fees | 1,402,612 | 1,108,447
| Intermediation fees | 1,937,087 | 1,732,246
|  | 3,339,699 | 2,840,693
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 223,190 | 403,068
| Rest of Europe | 2,599,304 | 2,143,451
| Rest of the world | 517,205 | 294,174
|  | 3,339,699 | 2,840,693
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Defined pension contributions | 101,732 | 86,642
| Exchange differences | (18,801) | 13,979
| Other operating lease rentals | 414,230 | 390,286
| Depreciation of tangible fixed assets | 21,703 | (53,810)
Page 20
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 6,219 | 5,100
| Fees paid to the auditor for non-audit services for the Company amount to £500 (2024: £400). Fees paid to the auditor by Elm Capital Associates Limited for the audit of other entities in the group amount to £24,385 (2024: £19,443) and amounts paid for their non-audit services amount to £16,700 (2024:£7,025).
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 1,538,730 | 1,993,735
| Social security costs | 204,252 | 217,587
| Cost of defined contribution scheme | 101,732 | 86,642
|  | 1,844,714 | 2,297,964
| 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.
|  | Administration | 10 | 12 | - | -
|  | Directors | 4 | 4 | 4 | 4
|  |  | 14 | 16 | 4 | 4
Page 21
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 369,680 | 367,406
| Group contributions to defined contribution pension schemes | 10,400 | 10,400
|  | 380,080 | 377,806
| The highest paid Director received remuneration of £214,177 (2024 - £212,232).
9. | Key management compensation
Key management is made up solely of the Directors and compensation paid to them during the year totaled £380,080 (2024 – £377,805).
10. | Interest received
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest received | 5 | 21
11. | Interest paid and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest paid | 173,510 | 165,022
Page 22
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | - | (242)
| Deferred tax |  |
| Origination and reversal of timing differences | (2,030) | 12,508
| Tax on profit/(loss) | (2,030) | 12,266
| 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 19% (2024 - 19%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 73 | (629,784)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2024 - 19%) | 14 | (119,659)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 146 | 146
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 6,972 | 8,022
| Capital allowances for year in excess of depreciation | 2,031 | (12,644)
| Utilisation of tax losses | (12,575) | -
| Adjustments to tax charge in respect of prior periods | - | (242)
| Non-taxable income | (711) | -
| Unrelieved tax losses carried forward | 4,123 | 124,135
| Deferred tax movement | (2,030) | 12,508
| Total tax charge for the year | (2,030) | 12,266
Page 23
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Taxation (continued)
| Factors that may affect future tax charges
At the balance sheet date the Group has estimated tax losses of £933,779 (2024 - £978,261) available to carry forward against future taxable profits.A deferred tax asset has not been recognised in these financial statements, as there is not yet certainty as to when there will be sufficient taxable profits to offset the losses. As of 1st April 2023, the main rate of corporation tax increased to 25% from the previous rate of 19% for companies with taxable profits in excess of £250,000. Until the Group has taxable profits of this level, the rate of tax considered will remain at 19% or the applicable marginal rate.
13. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 January 2025 | 7,693
| At 31 December 2025 | 7,693
| Amortisation |
| At 1 January 2025 | 6,152
| Charge for the year on owned assets | 769
| At 31 December 2025 | 6,921
| Net book value |
| At 31 December 2025 | 772
| At 31 December 2024 | 1,541
Page 24
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Tangible fixed assets
| Group
|  | Short-term leasehold property | Fixtures and fittings | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 170,736 | 135,651 | 306,387
| Additions | - | 3,159 | 3,159
| At 31 December 2025 | 170,736 | 138,810 | 309,546
| Depreciation |  |  |
| At 1 January 2025 | 110,331 | 112,776 | 223,107
| Charge for the year on owned assets | 17,275 | 4,427 | 21,702
| At 31 December 2025 | 127,606 | 117,203 | 244,809
| Net book value |  |  |
| At 31 December 2025 | 43,130 | 21,607 | 64,737
| At 31 December 2024 | 60,405 | 22,875 | 83,280
Page 25
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 710,204
| At 31 December 2025 | 710,204
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Elm Capital Associates Limited | Southwest House, 11a Regent Street, London, England, SW1Y 4LR | Ordinary | 100%
| Elm Capital USA Limited | Southwest House, 11a Regent Street, London, England, SW1Y 4LR | Ordinary | 100%
| Elm Capital Eu Unipessoal Lda | Rua Tierno Galvan, Nº 10, Tower 3, Amoreiras, Floor 6, Room 602 1070-274 Lisbon | Ordinary | 100%
Page 26
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Trade debtors | 43,246 | 149,819 | - | -
| Prepayments and accrued income | 398,810 | - | - | -
|  | 442,056 | 149,819 | - | -
| Due within one year |  |  |  |
| Trade debtors | 87,379 | 1,666,955 | - | -
| Amounts owed by group undertakings | - | - | 1,028,774 | 1,403,566
| Other debtors | 287,933 | 287,157 | 15 | 15
| Prepayments and accrued income | 1,125,365 | 111,292 | - | -
|  | 1,942,733 | 2,215,223 | 1,028,789 | 1,403,581
17. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 35,956 | 195,987 | - | -
| Other taxation and social security | 48,400 | 52,428 | - | -
| Other creditors | 2,105,073 | 1,975,280 | 1,576,162 | 1,904,697
| Accruals and deferred income | 164,294 | 214,707 | - | -
|  | 2,353,723 | 2,438,402 | 1,576,162 | 1,904,697
| Included within other creditors for the Group is a loan from a Director. The balance subsisting at the year end is £2,062,960 (2024 - £1,964,654) and is repayable on demand. Interest of £173,510 (2024 - £165,022) has been charged in the period. Interest payments to the director in the period amounted to £199,088 (2024 - £190,168) which include payments for unpaid interest brought forward. Also included within other creditors is £24,000 (2024: £nil) of unpaid preference dividends. The balance is unsecured, non-interest bearing, and payable when distributable reserves permit. This balance is also included withn other creditors.
Page 27
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 7,530 | (4,978)
| Charged to profit or loss | (2,030) | 12,508
| At end of year | 5,500 | 7,530
| Company
|  | 2025 | 2024
| At end of year | - | -
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | 5,500 | 7,530
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 111,500 (2024 - 111,500) Ordinary shares of £0.01 each | 1,115 | 1,115
|  | 200,000 (2024 - 200,000) Preference shares of £1.00 each | 200,000 | 200,000
|  |  | 201,115 | 201,115
Page 28
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Reserves
Share premium account The share premium account includes any premiums received on issue of share capital.It is a non-distributable reserve. Capital redemption reserve The capital redemption reserve was created when the shares in Elm Capital USA Limited were purchased. it is a non-distributable reserve. Profit and loss account The profit and loss reserve contains the cumulative balance of retained profit and losses since the Group started trading. It is a distributable reserve.
21. | Contingent liabilities
The Company has provided a guarantee in respect of a £500,000 loan advanced by the director to its subsidiary undertaking, Elm Capital Associates Limited. No provision has been recognised as the directors considers that it is not probable that any payment will be required under the guarantee.
22. | Pension commitments
The Group contributes to 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 £101,732 (2024 - £86,642).
23. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 284,472 | 284,472
| Later than 1 year and not later than 5 years | 412,790 | 697,262
|  | 697,262 | 981,734
Page 29
ELM CAPITAL HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Related party transactions
| The Company forms part of a wholly-owned group for which consolidated financial statements are publicly available and accordingly has taken advantage of the exemption allowed under Section 33.1A of FRS 102 not to disclose transactions with other wholly owned group entities. During the year, the Group paid and expensed costs of £4,500 (2024: £5,872) on behalf of entities subject to common significant influence. No reimbursement was sought or received in respect of these amounts. There are no key management personnel other than the Directors. Transactions with the directors are disclosed in Note 8 and Note 17.
25. | Controlling party
The ultimate controlling party is E Deshormes by virtue of his shareholding in Elm Capital Holding Limited.
Page 30