REGISTERED NUMBER: 12464353 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ELEMENTZ LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

J Brown

J Skrebergene

C Leon

SECRETARY:

Pinsent Masons Secretarial Limited

REGISTERED OFFICE:

1 Park Row

Leeds

LS1 5AB

REGISTERED NUMBER:

12464353 (England and Wales)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

BANKERS:

DNB (UK) Limited

The Walbrook Building 8th Floor

The Walbrook Building

25 Walbrook

London

EC4N 8AF

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J Brown

J Skrebergene

Other changes in directors holding office are as follows:

C Leon - appointed 13 January 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, S&W Audit, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J Skrebergene - Director

18 August 2026

Opinion

We have audited the financial statements of Elementz Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 company's affairs as at 31 December 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

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

-	the 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:

- 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 Company through discussions with directors and other management, and from our commercial knowledge;

- 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 Company, including the Companies Act 2006, taxation legislation, employment and data protection;

- We assessed the extent of compliance with the laws and regulations identified above through making enquires of management and inspecting legal correspondence;

- 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 assess the susceptibility of material misstatement within the Company's financial statements, 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.

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 judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- Investigated the rationale behind any 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;

- Enquiring of management as to actual potential litigation and claims; and

- Reviewing correspondence.

Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

18 August 2026

TURNOVER

2,892,145

4,366,182

Cost of sales

(1,825,624

)

(3,617,466

)

GROSS PROFIT

1,066,521

748,716

Administrative expenses

(685,655

)

(1,030,293

)

OPERATING PROFIT/(LOSS)

4

380,866

(281,577

)

Interest receivable and similar income

57,883

46,675

438,749

(234,902

)

Interest payable and similar expenses

(34,049

)

(36,565

)

PROFIT/(LOSS) BEFORE TAXATION

404,700

(271,467

)

Tax on profit/(loss)

5

8,919

(13,878

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

413,619

(285,345

)

FIXED ASSETS

Intangible assets

6

30,142

54,259

Tangible assets

7

7,170

9,139

37,312

63,398

CURRENT ASSETS

Debtors

8

882,580

596,385

Cash at bank

2,233,039

1,609,628

3,115,619

2,206,013

CREDITORS

Amounts falling due within one year

9

(1,403,652

)

(659,437

)

NET CURRENT ASSETS

1,711,967

1,546,576

TOTAL ASSETS LESS CURRENT LIABILITIES

1,749,279

1,609,974

CREDITORS

Amounts falling due after more than one year

10

(281,145

)

(546,540

)

PROVISIONS FOR LIABILITIES

11

(4,959

)

(13,878

)

NET ASSETS

1,463,175

1,049,556

CAPITAL AND RESERVES

Called up share capital

12

110,000

110,000

Share premium

3,440,000

3,440,000

Retained earnings

(2,086,825

)

(2,500,444

)

SHAREHOLDERS' FUNDS

1,463,175

1,049,556

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 18 August 2026 and were signed on its behalf by:

J Skrebergene - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

110,000

(2,215,099

)

3,440,000

1,334,901

Changes in equity

Total comprehensive income

-

(285,345

)

-

(285,345

)

Balance at 31 December 2024

110,000

(2,500,444

)

3,440,000

1,049,556

Changes in equity

Total comprehensive income

-

413,619

-

413,619

Balance at 31 December 2025

110,000

(2,086,825

)

3,440,000

1,463,175

1.	STATUTORY INFORMATION

Elementz Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

At the year end the company reported a profit of £404,700 (2024 - £271,467 Loss), and had net current assets of £1,711,967 (2024 - £1,546,576) and net assets of £1,463,175 (2024 - £1,049,556). The company had cash in hand of £2,233,039 at year end.

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual approved budget and future cash flow forecasts of both the company and its direct and indirect parent undertakings in making their assessment. Given that the company is in its early stages and is continuing to invest in the development of software and technology products to create future revenue opportunities, these forecasts are dependent on said parent undertakings continuing to make available additional funds as needed to allow the company to maintain normal business operations and to meet its liabilities as they fall due. The company is therefore ultimately reliant on other group entities for financial support.

The direct parent undertaking, Aize AS, has indicated its intention to make available such additional funds as are needed by the company for the period covered by the forecasts to allow the company to continue in its ongoing business operations. As with any company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, as of the date of signing these financial statements, they have no reason to believe that it will not do so.

Consequently, the Directors are confident that the company will have sufficient cash resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue generated from the development of a technology platform is recognised in the period in which the services are rendered or based on the underlying contract and recognised on a straight line basis over the contract duration or once specific deliverables are achieved per the underlying contract.

Income received in advance of services being provided is deferred.

GOODWILL

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of five years.

Goodwill is carried at cost less accumulated amortisation and any accumulated impairment losses. Goodwill amortisation is calculated by applying the straight-line method to its estimated useful life.

INTANGIBLE ASSETS

Software and other intangible assets acquired are stated at cost less accumulated amortisation and impairment losses. Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

Expenditure on research and development activities is recognised as an expense in the period in which it is incurred.

AMORTISATION

Amortisation is charged on a straight-line basis over the estimated useful lives of intangible assets. Software and other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

- Software and other intangible assets costs over estimated lifespan, currently 3 years.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Leasehold improvement

-

10% per annum on cost

Computer equipment

-

Straight line over 3 years

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.

IMPAIRMENT OF ASSETS

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

FOREIGN CURRENCIES

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2024 - 36 ) .

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging:

2025

2024

£

£

Depreciation - owned assets

1,900

19,219

Goodwill amortisation

-

46,668

Intellectual Property amortisation

24,117

18,087

5.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2025

2024

£

£

Deferred tax

(8,919

)

13,878

Tax on profit/(loss)

(8,919

)

13,878

6.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2025

and 31 December 2025

700,000

2,633,920

3,333,920

AMORTISATION

At 1 January 2025

700,000

2,579,661

3,279,661

Charge for year

-

24,117

24,117

At 31 December 2025

700,000

2,603,778

3,303,778

NET BOOK VALUE

At 31 December 2025

-

30,142

30,142

At 31 December 2024

-

54,259

54,259

The directors have reviewed the carrying value of the Intangible Assets at the year end, and have concluded that the carrying value is appropriate and that no impairment is required.

7.	TANGIBLE FIXED ASSETS

Leasehold

Computer

improvement

equipment

Totals

£

£

£

COST

At 1 January 2025

7,886

1,556

9,442

Additions

-

7,817

7,817

Disposals

(7,886

)

-

(7,886

)

At 31 December 2025

-

9,373

9,373

DEPRECIATION

At 1 January 2025

-

303

303

Charge for year

-

1,900

1,900

At 31 December 2025

-

2,203

2,203

NET BOOK VALUE

At 31 December 2025

-

7,170

7,170

At 31 December 2024

7,886

1,253

9,139

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

821,364

447,825

Other debtors

61,216

148,560

882,580

596,385

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

37,091

27,439

Amounts owed to group undertakings

73,681

-

Taxation and social security

131,082

88,598

Other creditors

1,161,798

543,400

1,403,652

659,437

Other loans represents a drawback loan between Aize AS and Aize Holdings AS and is repayable on 31 January 2026 with an interest of NIBOR+2.45% payable.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

281,145

546,540

Other loans represents a drawback loan agreement between Aize AS and Aize Holdings AS and is repayable on 31 December 2027 with an interest of NIBOR+2.45% payable.

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

4,959

13,878

Deferred

tax

£

Balance at 1 January 2025

13,878

Provided during year

(8,919

)

Balance at 31 December 2025

4,959

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

110,000

Ordinary

1

110,000

110,000

13.	OPERATING LEASE COMMITMENTS

At the 31 December 2025, the company had the following non-cancellable leases:

2025

2024

£

£

Due within 1 year

18,785

482,574

18,785

482,574

14.	RELATED PARTY DISCLOSURES

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.

15.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Aize AS, with the registered office at Aker Tech House, John Strandruds Vei 10-12, 1366 Lysaker, Norway. Aize Holding AS is the intermediate holding company and direct parent of Aize AS. The ultimate parent undertaking and controlling party is Aker Capital AS, with the registered office at Oksenøyveien 10, Postboks 243, 1326 LYSAKER, Norway.