Registered number:
FOR THE PERIOD ENDED 31 AUGUST 2025
PROVENTEQ HOLDINGS LIMITED
CONTENTS
PROVENTEQ HOLDINGS LIMITED
COMPANY INFORMATION
Page 1
PROVENTEQ HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2025
The directors present their strategic report for Proventeq Holdings Limited and its subsidiary undertakings (collectively, “the group” or “Proventeq”) for the period ended 31 August 2025.
The principal activity of the group is to provide products and services for enabling AI-powered Information Management and Digital Transformation for customers worldwide.
The principal activity of the group is to provide products and services for enabling AI-powered Information Management and Digital Transformation for customers worldwide.
During the period ended 31 August 2025, Proventeq secured external investment from the Business Growth Fund (BGF) on 28 October 2024 with a strategic emphasis on increasing recurring revenue.
The group generated £6,135k revenue in the first 10 months of trading since the investment from BGF. The recurring revenue product and services accounted for over 20% of group revenue. The operating loss for the same period was £3,883k due to a combination of goodwill amortisation, acquisition related costs and investment in governance, product, and data and AI practice. The closing cash balance at the balance sheet date was £1,372k.
Recognising that its employees are fundamental to success, Proventeq continues to consistently promote a culture of collaboration and professional development. In addition, Proventeq actively engages in environmental, social and governance initiatives, ensuring its operations adhere to global sustainability standards and make positive contributions to the communities it serves.
The group generated £6,135k revenue in the first 10 months of trading since the investment from BGF. The recurring revenue product and services accounted for over 20% of group revenue. The operating loss for the same period was £3,883k due to a combination of goodwill amortisation, acquisition related costs and investment in governance, product, and data and AI practice. The closing cash balance at the balance sheet date was £1,372k.
Recognising that its employees are fundamental to success, Proventeq continues to consistently promote a culture of collaboration and professional development. In addition, Proventeq actively engages in environmental, social and governance initiatives, ensuring its operations adhere to global sustainability standards and make positive contributions to the communities it serves.
Trading Business Key Performance Indicators
*Earnings before interest, tax, depreciation, amortisation, and exceptional acquisition costs.
The KPIs reported above reflect the full year results of the trading entities. Whilst the full year results have not been consolidated in this entity, the trading entities are the main driver of performance in the group, therefore reviewing their performance and direction is relevant to this report.
The drop in revenue compared to the previous year was due to the successful completion of a large project in the MEA region and management's decision to discontinue low margin resales. The adjusted EBITDA loss of £856k for the year was primarily due to increased investment in product development and the team.
The KPIs reported above reflect the full year results of the trading entities. Whilst the full year results have not been consolidated in this entity, the trading entities are the main driver of performance in the group, therefore reviewing their performance and direction is relevant to this report.
The drop in revenue compared to the previous year was due to the successful completion of a large project in the MEA region and management's decision to discontinue low margin resales. The adjusted EBITDA loss of £856k for the year was primarily due to increased investment in product development and the team.
The directors have identified the key risks and uncertainties for the group. This list is neither exhaustive nor ranked in order of importance. The group has sought to manage or mitigate these risks where possible.
Macroeconomic environment
The ongoing volatile economic conditions, shaped by geopolitical tensions, have impacted consumer sentiment, resulting in reduced expenditure and delayed project investments.
The group has widened the addressable market by diversifying revenue streams building deeper relationships with existing customers, and focusing on increasing recurring revenue to reduce future exposure to market volatility. The group seeks to maintain liquidity reserves to ensure financial flexibility during unstable periods.
Macroeconomic environment
The ongoing volatile economic conditions, shaped by geopolitical tensions, have impacted consumer sentiment, resulting in reduced expenditure and delayed project investments.
The group has widened the addressable market by diversifying revenue streams building deeper relationships with existing customers, and focusing on increasing recurring revenue to reduce future exposure to market volatility. The group seeks to maintain liquidity reserves to ensure financial flexibility during unstable periods.
Foreign currency risks
Page 2
PROVENTEQ HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
The group has foreign subsidiaries and customers across a number of countries, which gives rise to potential foreign exchange risks due to the currency volatility.
The group conducts transactions in local currencies where feasible and closely monitors currency trends to enable proactive adjustments to pricing and operational strategies, thereby mitigating these fluctuations.
Cyber and information security risks
The increasing sophistication of cyber threats, including phishing, malware, and insider attacks, can jeopardise sensitive data and disrupt operations, posing significant financial and reputational harm.
To mitigate risks, the group has adopted multi-layered security frameworks, conducting regular penetration testing and implementing employee awareness programs to strengthen its defences against threats. Proventeq is Cyber Essentials Plus certified and seeks to collaborate with cybersecurity experts and leverage AI-driven monitoring tools to ensure timely detection and response to vulnerabilities.
Environmental and social responsibility
The group sustained its reduced carbon emissions by using energy-efficient equipment and offices, and aims to expand its environmental initiatives through partnerships with green technology companies.
It supports local education via work experience, internships, and collaboration with schools. The company also prioritises diversity and inclusion by promoting equality in hiring and supporting underrepresented groups.
Proventeq has a corporate governance framework to adapt to global regulations and recently renewed its ISO 27001 and Cyber Essentials Plus certification, reflecting strong information security and client data protection.
These efforts highlight the group’s dedication to sustainable growth, community empowerment, and ethical practices in line with its long-term goals.
The group conducts transactions in local currencies where feasible and closely monitors currency trends to enable proactive adjustments to pricing and operational strategies, thereby mitigating these fluctuations.
Cyber and information security risks
The increasing sophistication of cyber threats, including phishing, malware, and insider attacks, can jeopardise sensitive data and disrupt operations, posing significant financial and reputational harm.
To mitigate risks, the group has adopted multi-layered security frameworks, conducting regular penetration testing and implementing employee awareness programs to strengthen its defences against threats. Proventeq is Cyber Essentials Plus certified and seeks to collaborate with cybersecurity experts and leverage AI-driven monitoring tools to ensure timely detection and response to vulnerabilities.
Environmental and social responsibility
The group sustained its reduced carbon emissions by using energy-efficient equipment and offices, and aims to expand its environmental initiatives through partnerships with green technology companies.
It supports local education via work experience, internships, and collaboration with schools. The company also prioritises diversity and inclusion by promoting equality in hiring and supporting underrepresented groups.
Proventeq has a corporate governance framework to adapt to global regulations and recently renewed its ISO 27001 and Cyber Essentials Plus certification, reflecting strong information security and client data protection.
These efforts highlight the group’s dedication to sustainable growth, community empowerment, and ethical practices in line with its long-term goals.
To further enhance the quality of earnings and establish a strong platform for growth, Proventeq will build upon its investments in its product suite by converting it into a unified content lifecycle management platform —designed to seamlessly integrate migration, modernisation, governance, storage optimisation, and advanced AI agents/connectors. This platform is strategically positioned as the cornerstone of Proventeq’s go-to-market (GTM) strategy, delivering measurable productivity gains for knowledge workers and scalable enterprise transformation.
Complementing the platform, Proventeq’s Data & AI managed services will enable organisations to adopt Agentic AI solutions powered by industry-leading platforms, including Microsoft Copilot Studio and AgentForce. These services are tailored to facilitate rapid AI adoption, modernise data estates, and unlock actionable insights, supporting clients in achieving operational excellence and competitive advantage.
Compliance and Governance: In response to the dynamic global regulatory environment, Proventeq is launching modular product enhancements and services that reinforce compliance and governance capabilities. These offerings are built to help organisations proactively address regulatory changes, minimise risk, and maintain robust governance frameworks.
Data & AI: Proventeq is deepening its Data & AI expertise by delivering intelligent solutions that empower clients to harness their data for strategic decision-making. The focus is on preparing organisations for AI integration—modernising data platforms, automating data processing, and deploying advanced AI technologies for real-time analytics and smarter business outcomes.
Managed Services: Proventeq is growing its managed services offering with a market-driven go-to-market strategy. The goal is to deliver complete, end-to-end operational support, so clients experience top performance, uninterrupted business operations, and prompt solutions tailored to their specific requirements.
By investing in these areas, Proventeq reaffirms its commitment to innovation, customer-centricity, and delivering solutions that enable sustainable business growth.
Complementing the platform, Proventeq’s Data & AI managed services will enable organisations to adopt Agentic AI solutions powered by industry-leading platforms, including Microsoft Copilot Studio and AgentForce. These services are tailored to facilitate rapid AI adoption, modernise data estates, and unlock actionable insights, supporting clients in achieving operational excellence and competitive advantage.
Compliance and Governance: In response to the dynamic global regulatory environment, Proventeq is launching modular product enhancements and services that reinforce compliance and governance capabilities. These offerings are built to help organisations proactively address regulatory changes, minimise risk, and maintain robust governance frameworks.
Data & AI: Proventeq is deepening its Data & AI expertise by delivering intelligent solutions that empower clients to harness their data for strategic decision-making. The focus is on preparing organisations for AI integration—modernising data platforms, automating data processing, and deploying advanced AI technologies for real-time analytics and smarter business outcomes.
Managed Services: Proventeq is growing its managed services offering with a market-driven go-to-market strategy. The goal is to deliver complete, end-to-end operational support, so clients experience top performance, uninterrupted business operations, and prompt solutions tailored to their specific requirements.
By investing in these areas, Proventeq reaffirms its commitment to innovation, customer-centricity, and delivering solutions that enable sustainable business growth.
Page 3
PROVENTEQ HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
This report was approved by the board and signed on its behalf.
Page 4
PROVENTEQ HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 AUGUST 2025
The directors present their report and the financial statements of Proventeq Holding Limited Limited (the "company") and its subsidiaries (together the "group") for the period ended 31 August 2025.
The group, which comprises the company and its subsidiaries, Proventeq MEA FZ-LLC, Proventeq Inc., Proventeq India Private Limited and Proventeq Limited, provides software products and services.
The group, which comprises the company and its subsidiaries, Proventeq MEA FZ-LLC, Proventeq Inc., Proventeq India Private Limited and Proventeq Limited, provides software products and services.
The loss for the period, after taxation, amounted to £4,259,961.
No dividends were declared or paid during the period.
The directors who served during the period were:
This report was approved by the board and signed on its behalf by:
Page 5
PROVENTEQ HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 AUGUST 2025
The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 6
PROVENTEQ HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROVENTEQ HOLDINGS LIMITED
FOR THE PERIOD ENDED 31 AUGUST 2025
We have audited the financial statements of Proventeq Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025, which comprise the consolidated statement of comprehensive income, the consolidated balance sheet, the company balance sheet, the consolidated statement of cash flows, the consolidated statement of changes in equity, the company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 7
PROVENTEQ HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROVENTEQ HOLDINGS LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the group strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.
Page 8
PROVENTEQ HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROVENTEQ HOLDINGS LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙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 and experience of the sector;
∙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 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.
alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and
knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
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 a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs.
Page 9
PROVENTEQ HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROVENTEQ HOLDINGS LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
Page 10
PROVENTEQ HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 11
PROVENTEQ HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
AS AT 31 AUGUST 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by by:
The notes on pages 17 to 34 form part of these financial statements.
Page 12
PROVENTEQ HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by by:
The notes on pages 17 to 34 form part of these financial statements.
Page 13
PROVENTEQ HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 14
PROVENTEQ HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 15
PROVENTEQ HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 16
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
Proventeq Holding Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is Reading Enterprise Centre, Whiteknights Road, Reading, Berkshire, England, RG6 6BU.
The company was incorporated on 15 August 2024, therefore this is the first reporting period and there are no comparative transactions or balances presented in the financial statements.
The company was incorporated on 15 August 2024, therefore this is the first reporting period and there are no comparative transactions or balances presented in the financial statements.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
On 28 October 2024, the company acquired 100% of the shares in Proventeq Limited. As part of the transaction, the company indirectly acquired wholly owned subsidiaries of Proventeq Limited, Proventeq MEA FZ-LLC, Proventeq Inc., and Proventeq India Private Ltd. The acquired subsidiaries are all trading entities, therefore results from the date of acquisition (c.10 months) have been included within the consolidated financial statements.
After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Page 17
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 18
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Page 19
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Page 20
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
allowances have been met.
The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the
Page 21
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
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.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.
Page 22
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Ordinary shares are classified as equity.
Page 23
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 24
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 25
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
8.Taxation (continued)
There were no factors that may affect future tax charges.
Page 26
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
Page 27
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 28
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 29
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
The loan note is secured by a fixed and floating charge over the assets of the group. The principal attracts interest at 12% and is repayable in two instalments of £2.25 million on 28 October 2029 and 28 October 2030.
Page 30
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
||
|
|
Page 31
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
The holders of Ordinary and A Ordinary shares have full voting rights, dividends rights and rights to participate in distributions on winding up.
A holder of B Ordinary shares do not have the right to be notified, attend and vote at general meetings of the company. A holder of B Ordinary shares is not entitled to receive dividends and there are specific provisions within the company's articles regarding return of capital on liquidation for this class of shares.
A holder of B Ordinary shares do not have the right to be notified, attend and vote at general meetings of the company. A holder of B Ordinary shares is not entitled to receive dividends and there are specific provisions within the company's articles regarding return of capital on liquidation for this class of shares.
Foreign exchange reserve
Profit and loss account
Page 32
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
Page 33
PROVENTEQ HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
19.Business combinations (continued)
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £27,305. Contributions totalling £24,584 were payable at the balance sheet date and are included in creditors.
The directors consider there to be no ultimate controlling party.
Page 34