Company registration number 11632462 (England and Wales)
PUSH LABS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PUSH LABS LIMITED
COMPANY INFORMATION
Directors
S Kulechov
N Butler
P D Kerr
Company number
11632462
Registered office
128 City Road
London
EC1V 2NX
Auditor
BKL Audit LLP
Chartered Accountants
5 Fleet Place
London
EC4M 7RD
PUSH LABS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 22
PUSH LABS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

A summary of the period's trading results is given on page 8. The company’s turnover and net loss for the year are broadly in line with the prior year, with revenue of £3.1m (2023: £3.3m) and a net loss of £3.2m (2023: £3.8m).

 

The company continued to design and build its electronic money issuing solution following the grant by the FCA of an Electronic Money Institute (EMI) licence in July 2020.

 

During 2024, 2 ordinary shares were issued for total consideration of £3,500,000.

Principal risks and uncertainties

Aside from the risks that exist in the software development sector, the key business risks facing the company are:

 

Credit Risk

As the company’s revenue is entirely derived from a small number of group clients, there is a risk of default in the receipt of revenue from that counter party. This risk is managed through regular dialogue to ensure the company maintains sufficient working capital to meet its liabilities as they fall due.

 

Currency Risk

The company is exposed to fluctuations of sterling against other currencies or cryptocurrencies. Management review this risk on a regular basis.

Key performance indicators

Key performance indications are as follows:

 

                 2024         2023

     £         £

Turnover            3,103,371    3,285,806

Loss for the financial year    (3,231,969)    (3,783,143)

Net assets             3,357,490    3,089,459

PUSH LABS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement by the directors in performance of their duties in accordance with s172(1) Companies Act 2006

The directors of the company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 and include a duty to promote the success of the company and are summarised as follows:

 

'A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

 

The following paragraphs summarise how the directors fulfil their duties:

 

Risk Management

We provide software development services to our clients across multiple jurisdictions. As we grow, our business and our risk environment also becomes more complex. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to evolve our approach to risk management. Alongside the principal risks set out on page 1 we engage external consultants and advisors to ensure that we monitor and maintain an effective oversight of regulatory changes and compliance with our ongoing legal and regulatory requirements.

 

Our People

The company is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients and the community as a whole. People are fundamental to our business so, in order to succeed, we need to manage our people’s performance and develop their talent whilst rewarding them appropriately and ensuring we operate as efficiently as possible. Alongside this we look to share common values that inform and guide our behaviour so that we achieve our goals in the right way. Being a relatively small company with under 10 employees we achieve this through regular dialogue and events with employees which allows all staff to share our common values.

 

Business Relationships

As a key requirement for building the business of the company, the Board is very aware of the need to foster good relationships with clients, the community and other important stakeholders. The Board looks to discharge these duties by engaging in regular dialogue with both customers and service providers and attending industry events to further build and gain new relationships with key people within the industry.

 

Community and Environment

The company’s approach is to use our position as a software developer to ensure that we interact with our local communities in a beneficial and environmentally friendly manner. The company also looks to make a positive impact on under privileged parts of society through regular charitable donations.

 

Maintaining a reputation for high standards of business conduct

As directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and, which in doing so, will help the business grow over the coming years.

On behalf of the board

P D Kerr
Director
25 June 2025
PUSH LABS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of software development.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

S Kulechov
N Butler
P D Kerr
Auditor

The auditor, BKL Audit LLP, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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:

 

 

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.

PUSH LABS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
P D Kerr
Director
25 June 2025
PUSH LABS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PUSH LABS LIMITED
- 5 -
Opinion

We have audited the financial statements of Push Labs Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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:

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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

PUSH LABS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PUSH LABS LIMITED
- 6 -
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 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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.

Auditor's 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 auditor's 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 financial statements.

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

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations, health and safety regulations, anti-bribery and anti-corruption laws, and Electronic Money Regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraud manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the auditors included:

 

 


There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

PUSH LABS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PUSH LABS LIMITED
- 7 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.

Katherine Rose FCCA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP
26 June 2025
Chartered Accountants and Statutory Auditor
5 Fleet Place
London
EC4M 7RD
PUSH LABS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
2
3,103,371
3,285,806
Cost of sales
(1,883,459)
(2,644,792)
Gross profit
1,219,912
641,014
Administrative expenses
(4,559,508)
(4,437,608)
Other operating income
124,002
1,696
Operating loss
3
(3,215,594)
(3,794,898)
Other gains and losses
7
(16,375)
11,755
Loss before taxation
(3,231,969)
(3,783,143)
Tax on loss
8
-
0
-
0
Loss for the financial year
(3,231,969)
(3,783,143)
PUSH LABS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
9
8,990
11,240
Tangible assets
10
331,027
7,714
340,017
18,954
Current assets
Debtors
11
2,881,469
1,847,958
Cash at bank and in hand
1,070,899
2,371,823
3,952,368
4,219,781
Creditors: amounts falling due within one year
12
(934,895)
(1,149,276)
Net current assets
3,017,473
3,070,505
Net assets
3,357,490
3,089,459
Capital and reserves
Called up share capital
14
308,816
308,815
Share premium account
11,818,503
8,318,504
Profit and loss reserves
(8,769,829)
(5,537,860)
Total equity
3,357,490
3,089,459
The financial statements were approved by the board of directors and authorised for issue on 25 June 2025 and are signed on its behalf by:
P D Kerr
Director
Company registration number 11632462 (England and Wales)
PUSH LABS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
308,814
-
0
(1,754,717)
(1,445,903)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(3,783,143)
(3,783,143)
Issue of share capital
1
8,318,504
-
8,318,505
Balance at 31 December 2023
308,815
8,318,504
(5,537,860)
3,089,459
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(3,231,969)
(3,231,969)
Issue of share capital
1
3,499,999
-
3,500,000
Balance at 31 December 2024
308,816
11,818,503
(8,769,829)
3,357,490
PUSH LABS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
19
(4,327,972)
(7,288,160)
Investing activities
Purchase of tangible fixed assets
(456,577)
(14,240)
Proceeds from disposal of tangible fixed assets
(16,375)
11,755
Net cash used in investing activities
(472,952)
(2,485)
Financing activities
Proceeds from issue of shares
3,500,000
8,318,505
Net cash generated from financing activities
3,500,000
8,318,505
Net (decrease)/increase in cash and cash equivalents
(1,300,924)
1,027,860
Cash and cash equivalents at beginning of year
2,371,823
1,343,963
Cash and cash equivalents at end of year
1,070,899
2,371,823
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Push Labs Limited is a private company limited by shares incorporated in England and Wales. The registered office is 128 City Road, London, EC1V 2NX. The company changed its name from Aave Limited to Push Labs Limited during the year.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Avara Group SEZC, a fellow group company, has provided the company with an undertaking that it will continue to provide the necessary financial support to enable the company to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements.true

 

Given the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the accounts.

1.3
Turnover

Turnover consists of intercompany services performed in respect of software development. Revenue for the period is based on project related costs recharged at a mark-up of 10%.

 

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents and licences
20% on cost
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
2 years on a straight line basis
Plant and equipment
2 years on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of income.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through the statement of income, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 the statement of income.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and Development Expenditure Credit ("RDEC")

The Company received, in the United Kingdom, the Research and Development Expenditure Credit ("RDEC"), a significant government tax incentive. RDEC is a research and development ("R&D") tax credit incentive offered by the UK government to promote private sector investment in innovation. The expenditure credit is calculated as a percentage of qualifying R&D expenditure. This benefit is recorded as income included in profit before tax as a component of other operating income and the income is recognised in the year the claim is made. The credit is taxable at the normal Corporation Tax rate and is offset against tax liability or, in some circumstances, is payable in cash.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Turnover
2024
2023
£
£
Turnover analysed by class of business
Software development
3,103,371
3,285,806
2024
2023
£
£
Turnover analysed by geographical market
Europe
-
260,184
Rest of World
3,103,371
2,907,376
United Kingdom
-
118,246
3,103,371
3,285,806
3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange losses
4,175
113,663
Depreciation of owned tangible fixed assets
133,264
6,526
Amortisation of intangible assets
2,250
-

All items are included within administrative expenses.

4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
31,500
34,000
For other services
Taxation compliance services
-
0
2,500
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Software development
5
7
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,588,228
2,140,966
Social security costs
331,685
278,175
Pension costs
84,341
77,659
3,004,254
2,496,800
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
1,850,654
824,004
Company pension contributions to defined contribution schemes
54,936
32,559
1,905,590
856,563
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
745,921
433,138
Company pension contributions to defined contribution schemes
14,135
32,559
7
Other gains and losses
2024
2023
£
£
Profit/(loss) from cryptocurrency exchange
(16,375)
11,755
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
8
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(3,231,969)
(3,783,143)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(807,992)
(889,039)
Tax effect of expenses that are not deductible in determining taxable profit
179
709
Change in unrecognised deferred tax
593,114
888,973
Group relief
236,021
-
0
Permanent capital allowances in excess of depreciation
8,838
(2,060)
Research and development tax credit
(30,160)
-
0
Provisions movement timing difference
-
0
1,417
Taxation charge for the year
-
-

The company has estimated UK tax losses of £6.9m (2023: £4.4m) available for carry forward against future profits. No deferred tax asset has been recognised in respect of these losses as there is insufficient certainty over the availability of future taxable profits against which the losses can be utilised.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
9
Intangible fixed assets
Patents and licences
£
Cost
At 1 January 2024 and 31 December 2024
13,990
Amortisation and impairment
At 1 January 2024
2,750
Amortisation charged for the year
2,250
At 31 December 2024
5,000
Carrying amount
At 31 December 2024
8,990
At 31 December 2023
11,240
10
Tangible fixed assets
Leasehold improvements
Plant and equipment
Total
£
£
£
Cost
At 1 January 2024
-
0
14,240
14,240
Additions
420,861
35,716
456,577
At 31 December 2024
420,861
49,956
470,817
Depreciation and impairment
At 1 January 2024
-
0
6,526
6,526
Depreciation charged in the year
113,365
19,899
133,264
At 31 December 2024
113,365
26,425
139,790
Carrying amount
At 31 December 2024
307,496
23,531
331,027
At 31 December 2023
-
0
7,714
7,714
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
120,642
-
0
Amounts owed by group undertakings
2,212,564
1,476,240
Other debtors
109,703
292,982
Prepayments and accrued income
199,508
78,736
2,642,417
1,847,958
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Debtors
(Continued)
- 20 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
239,052
-
0
Total debtors
2,881,469
1,847,958
12
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
135,931
51,023
Amounts owed to group undertakings
66,460
467,692
Other creditors
732,504
630,561
934,895
1,149,276
13
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
84,341
77,659

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of €0.35 each
1,000,005
1,000,003
308,816
308,815

Ordinary shares have attached to them full voting rights, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

On 9 May 2024, 1 ordinary share was issued for total consideration of £2,500,000.

 

On 31 December 2024, 1 ordinary share was issued for total consideration of £1,000,000.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
15
Financial commitments, guarantees and contingent liabilities

During the year, the Company concluded a legal dispute with external parties. The matter was settled, which was shared among the Company and two other Group and affiliate entities through a cost-sharing arrangement. The Company's portion of the settlement and associated legal costs has been recognised as an expense within the legal and professional fees in the income statement for the year ended 31 December 2024. Prior to settlement, no provision was recognised because it was unclear whether any obligation would arise, and legal counsel could not reliably estimate the potential outflow of economic resources. The matter is now fully resolved, with no further obligations or liabilities anticipated.

16
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
398,420
-
Between two and five years
1,261,845
-
1,660,265
-

The company holds a lease for office space that it shares with another group entity.

17
Related party transactions

The company has taken advantage of the exemption available in accordance with Section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

18
Ultimate controlling party

During the year, the company's immediate parent company is Avara Group SEZC, a company incorporated in the Cayman islands with registered office 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008. Following a group restructuring in February 2025, the company’s immediate parent undertaking became Push Holdings Limited, a company incorporated in the Cayman Islands.

 

The company's ultimate parent company is Bear Holdings (Cayman) Limited, a company incorporated in the Cayman islands with registered office 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008.

 

The smallest and largest group for which consolidated accounts have been prepared is that headed by Avara Group SEZC with its address at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008.

 

The ultimate controlling party is S Kulechov.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
19
Cash absorbed by operations
2024
2023
£
£
Loss after taxation
(3,231,969)
(3,783,143)
Adjustments for:
Amortisation and impairment of intangible assets
2,250
-
0
Depreciation and impairment of tangible fixed assets
133,264
6,526
Other gains and losses
16,375
(11,755)
Other operating income
(120,642)
-
Movements in working capital:
(Increase)/decrease in debtors
(912,869)
884,160
Decrease in creditors
(214,381)
(4,383,948)
Cash absorbed by operations
(4,327,972)
(7,288,160)
20
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
2,371,823
(1,300,924)
1,070,899
2024-12-312024-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2025.200S KulechovN ButlerP D Kerr116324622024-01-012024-12-3111632462bus:Director12024-01-012024-12-3111632462bus:Director22024-01-012024-12-3111632462bus:Director32024-01-012024-12-3111632462bus:RegisteredOffice2024-01-012024-12-31116324622024-12-31116324622023-01-012023-12-3111632462core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3111632462core:RetainedEarningsAccumulatedLosses2024-01-012024-12-3111632462core:OtherResidualIntangibleAssets2024-12-3111632462core:OtherResidualIntangibleAssets2023-12-3111632462core:PatentsTrademarksLicencesConcessionsSimilar2024-12-3111632462core:PatentsTrademarksLicencesConcessionsSimilar2023-12-31116324622023-12-3111632462core:LeaseholdImprovements2024-12-3111632462core:PlantMachinery2024-12-3111632462core:LeaseholdImprovements2023-12-3111632462core:PlantMachinery2023-12-3111632462core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3111632462core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3111632462core:CurrentFinancialInstruments2024-12-3111632462core:CurrentFinancialInstruments2023-12-3111632462core:ShareCapital2024-12-3111632462core:ShareCapital2023-12-3111632462core:SharePremium2024-12-3111632462core:SharePremium2023-12-3111632462core:RetainedEarningsAccumulatedLosses2024-12-3111632462core:RetainedEarningsAccumulatedLosses2023-12-3111632462core:ShareCapital2022-12-3111632462core:SharePremium2022-12-3111632462core:RetainedEarningsAccumulatedLosses2022-12-3111632462core:ShareCapitalOrdinaryShareClass12024-12-3111632462core:ShareCapitalOrdinaryShareClass12023-12-3111632462core:ShareCapital2023-01-012023-12-3111632462core:SharePremium2023-01-012023-12-3111632462core:ShareCapital2024-01-012024-12-3111632462core:SharePremium2024-01-012024-12-31116324622023-12-31116324622022-12-3111632462core:IntangibleAssetsOtherThanGoodwill2024-01-012024-12-3111632462core:PatentsTrademarksLicencesConcessionsSimilar2024-01-012024-12-3111632462core:LeaseholdImprovements2024-01-012024-12-3111632462core:PlantMachinery2024-01-012024-12-3111632462core:UKTax2024-01-012024-12-3111632462core:UKTax2023-01-012023-12-311163246212024-01-012024-12-311163246212023-01-012023-12-3111632462core:PatentsTrademarksLicencesConcessionsSimilar2023-12-3111632462core:LeaseholdImprovements2023-12-3111632462core:PlantMachinery2023-12-3111632462core:Non-currentFinancialInstruments2024-12-3111632462core:Non-currentFinancialInstruments2023-12-3111632462bus:OrdinaryShareClass12024-12-3111632462bus:OrdinaryShareClass12023-12-3111632462core:WithinOneYear2024-12-3111632462core:BetweenTwoFiveYears2024-12-3111632462bus:PrivateLimitedCompanyLtd2024-01-012024-12-3111632462bus:FRS1022024-01-012024-12-3111632462bus:Audited2024-01-012024-12-3111632462bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP