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Registered number: 07013775
ECREBO LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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ECREBO LIMITED
COMPANY INFORMATION
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Birketts Secretaries Limited
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ECREBO LIMITED
CONTENTS
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF ECREBO LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025
We have compiled the accompanying financial statements of Ecrebo Limited (the ‘company’) based on the information you have provided. These financial statements comprise the Statement of Financial Position of the company as at 31 December 2025, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
We performed this compilation engagement in accordance with International Standard on Related Services 4410 (Revised) ‘Compilation Engagements’.
We have applied our expertise in accounting and financial reporting to assist you in the preparation and presentation of these financial statements in accordance with 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). As a member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at www.icaew.com.
These financial statements and the accuracy and completeness of the information used to compile them are your responsibility.
Since a compilation engagement is not an assurance engagement, we are not required to verify the accuracy or completeness of the information you provided to us to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on whether these financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice.
This report is made solely to the company’s directors, as a body, in accordance with the terms of our engagement letter dated 24 April 2026. Our work has been undertaken solely to prepare for your approval the financial statements of the company and state those matters that we have agreed to state to the company’s directors, as a body, in this report in accordance with our engagement letter dated 24 April 2026. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s directors as a body, for our work, or for this report.
Grant Thornton UK LLP
Chartered Accountants
Reading
28 August 2026
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ECREBO LIMITED
REGISTERED NUMBER: 07013775
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Share-based payment reserve
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ECREBO LIMITED
REGISTERED NUMBER: 07013775
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 5 to 17 form part of these financial statements.
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ECREBO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share-based payment reserve
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Comprehensive expense for the year
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Contributions by and distributions to owners
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Share-based payment (note 11)
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Comprehensive expense for the year
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Contributions by and distributions to owners
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Share-based payment (note 11)
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The notes on pages 5 to 17 form part of these financial statements.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Ecrebo Limited ("the company") is a private company limited by shares, incorporated in England and Wales. Its registered number is 07013775, and its registered head office is located at Providence House, 141-145 Princes Street, Ipswich, Suffolk, IP1 1QJ.
The principal activity of the company continues to be that of the specialist point of sale ("POS") marketing, enabling retailers to deliver targeted offers and communications to customers at checkout alongside their paper or digital receipts.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102 'the Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis. In reaching this conclusion, the directors have considered the company's current financial position, recent trading performance, available cash resources and detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements.
The forecasts have been prepared using management's latest trading assumptions and include anticipated revenues from existing customer contracts together with expected new business based on the current sales pipeline. The directors have also considered appropriate downside sensitivities to assess the impact of lower than forecast revenues and delays in new customer wins. Under these scenarios, the company is expected to maintain sufficient liquidity to meet its liabilities as they fall due throughout the assessment period.
The company continued to incur losses during the year and has historically been supported by funding from its investor directors. At 31 December 2026, the company expects shareholder loan balances, including accrued interest, of approximately £5.3 million. These loans are due for repayment on 30 September 2027 and therefore fall outside the period covered by the directors' going concern assessment. The directors continue to maintain a constructive and supportive relationship with the investor directors and are satisfied that the existence of these facilities does not affect the company's ability to continue as a going concern over the assessment period.
The directors expect the company's financial performance to continue improving as existing customer relationships develop and additional customer contracts are secured, with management forecasts indicating positive operating cash generation during 2027 and beyond.
Having considered the company's forecast trading performance, available cash resources and the results of the downside sensitivity analysis, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Going concern (continued)
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Accordingly, the directors consider it appropriate to prepare these financial statements on a going concern basis.
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Exemption from preparing consolidated financial statements
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The company is the parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the company as an individual undertaking and not about its group.
The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.
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.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
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Equity settled share-based payments
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The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted and is recognised as an expense over the vesting period, which end on the date on which the relevant employees become fully entitled to the award. Fair value is determined using the Black-Scholes option pricing model.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
All options lapse 10 years after the grant date or if an employee leaves the company.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
The payment made under the Apprentice Levy is recognised as prepayment for training services. The expense is recognised when the services are received.
The indication of impairment is assessed at the end of each reporting period and impairment loss is recognised in profit or loss if objective evidence of impairment is found.
The 10% of total payment amount as the government funding is recognised in profit or loss in the same period as the training services are received.
In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
The company receives credits from the UK Government in respect of the of the Research and Development Expenditure Credit ("RDEC") scheme, which is a form of taxable government grant income that gives relief on qualifying research and development expenditure. Grant income is recognised in profit or loss as other operating income and debtors as research and development tax credits.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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Operating leases: the company as lessee
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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.
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.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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reducing balance and 50% straight-line
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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.
Investments in subsidiaries are shown at cost less accumulated impairment.
The company 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 company's Statement of Financial Position when the company 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 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 company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
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.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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 company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
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
Convertible loan notes are measured initially at their fair value and, if not designated as at fair value through profit and loss, subsequently at amortised cost.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company 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 company 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 company's contractual obligations expire or are discharged or cancelled.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
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The average monthly number of employees, including directors, during the year was 39 (2024: 41).
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The investment in the subsidiary undertaking comprises a 100% holding of the issued Ordinary share capital of Ecrebo, Inc., a company registered in United States of America with its registered office at 155 Federal St, Suite 700, Boston, Massachusetts 02110.
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Debtors: amounts falling due within one year
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Prepayments and accrued income
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Research and development tax credits
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Trade debtors are stated after provisions for impairment of £432,988 (2024: £432,398).
Amounts owed by group undertakings of £2,308,355 (2024: £2,778,994) have been impaired in full, and are unsecured, interest free and repayable on demand.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Other taxation and social security
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Creditors: amounts falling due after more than one year
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Included within other loans is a £2,500,000 loan agreement with shareholders ("the 2019 convertible loan note"). The loan is underwritten by two directors. The loan carries interest at 10% per annum, accruing daily and compounding annually. The capital balance outstanding at the reporting date was £2,245,306 (2024: £2,245,306). The remaining balance of £1,706,748 (2024: £1,348,146) relates to accrued interest. On 7 June 2023, the company extended the term with shareholders to align with the 2023 loan note, or if the 2023 loan note had not been drawn down by then, to 1 April 2024. On 31 March 2025, the shareholders agreed to extend the 2023 loan note terms to 31 March 2026. The 2019 convertible loan note can be converted into A shares at any time with written notice from the noteholder. The conversion prices vary from 80% of market price in a fund raising event up to the maximum price of £102.40. The company can repay all or any of the outstanding 2019 convertible loan note before the redemption date without additional costs. The current maturity date is 30 September 2027 following a new debt-for-debt agreement with shareholders on 14 April 2026 and subsequent extension on 13 August 2026. The loan is no longer convertible.
Included within other loans is a £500,000 loan agreement with shareholders ("the 2023 loan note"). The loan is underwritten by two directors. The loan carries interest at 15% per annum, accruing daily and compounding monthly. On 31 March 2025, the company drew down £100,000 of the 2023 loan note and extended the term with shareholders to 31 March 2026. On 13 November 2025, the company drew down the remaining £400,000 of the 2023 loan note. The capital balance outstanding at the reporting date was £500,000 (2024: £Nil). The remaining balance of £19,192 (2024: £Nil) relates to accrued interest. The company can repay all or any of the outstanding 2023 loan note before the redemption date without additional costs. The current term is 30 September 2027 following a new debt-for-debt agreement with shareholders on 14 April 2026.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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222,774 (2024: 222,774) Ordinary A shares of £0.10 each
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44,922 (2024: 44,922) Ordinary B shares of £0.10 each
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114,354 (2024: 114,354) Ordinary C shares of £0.10 each
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The classes of shares are entitled to the following rights in order on a liquidation or other return of capital event.
B Shares are entitled to a sum equal to £102.40 multiplied by the number of B shares in issue. C Shares are entitled to a sum equal to £204.80 multiplied by the number of C shares in issue. All classes of shares are entitled to the balance as if they constituted a single class, subject to a £190.96 cap per B share.
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The company's capital and reserves are as follows:
Called up share capital
Called up share capital represents the nominal value of shares issued.
Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the company, including distributions to, and contributions from, the shareholders.
Share-based payment reserve
The share-based payment reserve represents cumulative share-based payment expenses, less those which are transferred to the share capital and share premium account on exercise.
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Equity-settled share-based payments
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There are a number of shares options held by certain directors and employees of the company. Some share options are administered through an Enterprise Management Incentive Plan ("EMI plan") with the remainder issued as unapproved options. The share options allow certain directors and employees of the company to acquire shares in the company; the EMI plan using an exercise price of between £0.10 and £10.00; and unapproved options an exercise price of between £5.66 and £10.00. The vesting of these options is partly automatic over time and partly at the discretion of the board.
The plan also allows for unapproved options to be granted.
The total share option credit recognised in profit or loss for the year is £4,430 (2024: expense £39,935).
A reconciliation of the movements over the year is shown below:
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Weighted average exercise price
(pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Amounts totalling £18,563 (2024: £Nil) were payable to the fund at the reporting date and included within other creditors.
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Commitments under operating leases
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At the reporting date the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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ECREBO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The company has taken advantage of the exemption granted by FRS 102 Section 33 ‘Related Party Disclosures’ not to disclose transactions with wholly owned group companies who are related parties.
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On 14 April 2026, the company entered into a new debt-for-debt agreement with its investor directors under which the existing shareholder loan notes were exchanged for new loan notes with revised repayment terms. The transaction did not affect the carrying value of the company's borrowings at 31 December 2025 and has therefore been treated as a non-adjusting event after the reporting period. The revised financing arrangements have been considered by the directors as part of their assessment of the company's ability to continue as a going concern.
The current maturity date is 30 September 2027 following a subsequent extension on 13 August 2026.
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Ultimate controlling party
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The directors consider there to be no ultimate controlling party.
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