Company registration number 11632462 (England and Wales)
PUSH LABS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 and Statutory Auditor
35 Ballards Lane
London
N3 1XW
PUSH LABS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 23
PUSH LABS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Fair review of the business

A summary of the period’s trading results is given on page 9. The Company’s turnover decreased year on year, with revenue of £1.8 m (2024: £3.1m) and a net loss of £1.8m (2024: £3.2m). The reduction in turnover reflects lower intercompany service volumes during the period; however, the loss for the year reduced by approximately £1.4 m compared with the prior year, reflecting continued cost discipline across the business.

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

During the year, the Company’s immediate parent undertaking, Avara Group SEZC, changed its name to Aave Group SEZC.

Going concern

The Company forms part of the Aave group’s product development capability and continues to be supported by its parent, Aave Group SEZC, which has indicated its intention to continue providing financial support for a period of at least 12 months from the date of approval of these financial statements. Together with the year-on-year reduction in losses, this supports the Board's conclusion that the Company has adequate resources to meet its obligations as they fall due over the going concern period.

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 single group client, there is a risk of default in the receipt of revenue from that counterparty. This risk is managed through regular dialogue to ensure the company maintains sufficient working capital to meet its liabilities as they fall due. This position is further supported by the ongoing financial support indicated by its parent, Aave Group SEZC.

Currency Risk

T he 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 indicators are as follows:

2025 2024

£ £

Revenue 1,829,317 3,103,371

Profit/(loss) for the financial year (1,828,029) (3,231,969)

Net assets/(liabilities) 1,529,461 3,357,490

PUSH LABS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 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 likely consequences of any decision in the long term,

- the interests of the company’s employees,

- the need to foster the company’s business relationships with suppliers, customers and others,

- the impact of the company’s operations on the community and the environment,

- the desirability of the company maintaining a reputation for high standards of business conduct, and

- the need to act fairly as between members of the company.’

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 fewer than 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 underprivileged 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

S Kulechov
Director
26 June 2026
PUSH LABS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

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

Results and dividends

The loss for the year, after taxation, amounted to £1,828,029 (2024: £3,231,969). No dividends have been proposed for the year 2025 (2024: nil).

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
Post reporting date events

There have been no material events subsequent to the reporting date and up to the date of approval of these financial statements which would require adjustment to, or disclosure in, the financial statements.

Future developments

The directors intend to continue the Company's principal activities and do not anticipate any significant change in the nature of the business in the forthcoming financial year. The directors will continue to seek opportunities to grow the business in line with the strategic objectives of the group.

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 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
S Kulechov
Director
26 June 2026
PUSH LABS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 'c ompany') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash flows and n otes to the f inancial s tatements, 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:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 identifie d material misstatements in the strategic report or the directors' r eport.

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

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

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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, 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:

- Discussions with the director, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

- Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale.

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.

Michael Wedge FCA (Senior statutory auditor)
For and on behalf of BKL Audit LLP
Chartered Accountants and Statutory Auditor
35 Ballards Lane
London
N3 1XW
26 June 2026
PUSH LABS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Revenue
3
1,829,317
3,103,371
Cost of sales
(414,529)
(1,883,459)
Gross profit
1,414,788
1,219,912
Administrative expenses
(3,379,222)
(4,559,508)
Other operating income
3
135,816
124,002
Operating loss
4
(1,828,618)
(3,215,594)
Other gains and losses
8
589
(16,375)
Loss before taxation
(1,828,029)
(3,231,969)
Tax on loss
9
-
0
-
0
Loss for the financial year
(1,828,029)
(3,231,969)

The income statement has been prepared on the basis that all operations are continuing operations.

There was no other comprehensive income for 2025 (2024:£nil).

PUSH LABS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Non-current assets
Intangible assets
10
-
0
8,990
Property, plant and equipment
11
102,145
331,027
102,145
340,017
Current assets
Trade and other receivables
12
1,750,286
2,881,469
Cash and cash equivalents
365,833
1,070,899
2,116,119
3,952,368
Current liabilities
13
(688,803)
(934,895)
Net current assets
1,427,316
3,017,473
Net assets
1,529,461
3,357,490
Equity
Called up share capital
15
308,816
308,816
Share premium account
17
11,818,503
11,818,503
Retained earnings
18
(10,597,858)
(8,769,829)
Total equity
1,529,461
3,357,490
The financial statements were approved by the board of directors and authorised for issue on 26 June 2026 and are signed on its behalf by:
S Kulechov
Director
Company registration number 11632462 (England and Wales)
PUSH LABS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
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
15
1
3,499,999
-
3,500,000
Balance at 31 December 2024
308,816
11,818,503
(8,769,829)
3,357,490
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(1,828,029)
(1,828,029)
Balance at 31 December 2025
308,816
11,818,503
(10,597,858)
1,529,461
PUSH LABS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(705,066)
(4,327,972)
Investing activities
Purchase of property, plant and equipment
-
0
(456,577)
Net proceeds from additions and disposals of crypto currency
-
(16,375)
Net cash used in investing activities
-
(472,952)
Financing activities
Proceeds from issue of shares
-
0
3,500,000
Net cash (used in)/generated from financing activities
-
3,500,000
Net decrease in cash and cash equivalents
(705,066)
(1,300,924)
Cash and cash equivalents at beginning of year
1,070,899
2,371,823
Cash and cash equivalents at end of year
365,833
1,070,899
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 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.

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 a mounts 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

Aave Group SEZC, the company's immediate parent 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 director ha s a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing the accounts.

1.3
Revenue

Revenue 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%.

Revenue 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
Property, plant and equipment

Property, plant and equipment 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 2025
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 non-current 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.

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 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 receivables 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 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.

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 profit or loss.

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 trade and other payables 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 paymen ts 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 payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

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.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
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 income statement 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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 income statement, 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, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

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
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.14
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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Software development
1,829,317
3,103,371
2025
2024
£
£
Revenue analysed by geographical market
Europe
492,168
-
Rest of World
1,138,581
3,103,371
United Kingdom
198,568
-
1,829,317
3,103,371
2025
2024
£
£
Other Operating Income
R&D Credit
120,974
120,642
Other income
14,842
3,360
135,816
124,002
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(15,634)
4,175
Depreciation of owned property, plant and equipment
228,882
133,264
Amortisation of intangible assets
8,990
2,250
Equity settled share - based payment costs
33,297
-

All items are included within administrative expenses.

5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
26,150
31,500
For other services
All other non-audit services
6,950
-
0
6
Employees

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

2025
2024
Number
Number
Software development
4
5

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,582,717
2,588,228
Social security costs
237,145
331,685
Pension costs
51,630
84,341
Equity settled share based payments costs
33,297
1,904,789
3,004,254
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,378,376
1,850,654
Company pension contributions to defined contribution schemes
40,862
54,936
Equity settled share based payments costs
13,079
1,432,317
1,905,590

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2024 :0).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
651,198
745,921
Company pension contributions to defined contribution schemes
20,328
14,135

The highest paid director exercised share options and was entitled to receive shares under a long-term incentive scheme during the year.

8
Other gains and losses
2025
2024
£
£
Profit/(loss) from crypto currency exchange
589
(16,375)
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
9
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:

2025
2024
£
£
Loss before taxation
(1,828,029)
(3,231,969)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(457,007)
(807,992)
Tax effect of expenses that are not deductible in determining taxable profit
8,841
179
Change in unrecognised deferred tax assets
126,532
593,114
Group relief
345,045
236,021
Permanent capital allowances in excess of depreciation
16,461
8,838
Research and development tax credit
(30,243)
(30,160)
Other permanent differences
(4,834)
-
0
Timing differences not recognised in the computation
(4,795)
-
0
Taxation charge for the year
-
-

The company has estimated UK tax losses of £7.3m (2024: £4.4m) available for carry forward against future profits.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Intangible fixed assets
Patents and licences
£
Cost
At 1 January 2025 and 31 December 2025
13,990
Amortisation and impairment
At 1 January 2025
5,000
Amortisation charged for the year
8,990
At 31 December 2025
13,990
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
8,990
11
Property, plant and equipment
Leasehold improvements
Plant and equipment
Total
£
£
£
Cost
At 1 January 2025 and 31 December 2025
420,861
49,956
470,817
Depreciation and impairment
At 1 January 2025
113,365
26,425
139,790
Depreciation charged in the year
210,430
18,452
228,882
At 31 December 2025
323,795
44,877
368,672
Carrying amount
At 31 December 2025
97,066
5,079
102,145
At 31 December 2024
307,496
23,531
331,027
12
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
-
0
120,642
Amounts owed by group undertakings
1,242,377
2,212,564
Other receivables
81,529
109,703
Prepayments and accrued income
187,328
199,508
1,511,234
2,642,417
PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Trade and other receivables
(Continued)
- 21 -
2025
2024
Amounts falling due after more than one year:
£
£
Rent Deposit
239,052
239,052
Total debtors
1,750,286
2,881,469
13
Current liabilities
2025
2024
£
£
Trade payables
63,561
135,931
Amounts owed to group undertakings
331,778
66,460
Other payables
293,464
732,504
688,803
934,895
14
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,630
84,341

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.

15
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of €0.35 each
1,000,005
1,000,005
308,816
308,816

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.

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
16
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
294,061
294,061
0.06
0.06
Granted
482,889
-
0
0.35
-
0
Exercised
(134,187)
0
-
0
0.06
-
0
Outstanding at 31 December 2025
642,763
294,061
0.28
0.06
Exercisable at 31 December 2025
28,531
-
0
0.06
-
0
Liabilities and expenses

At 31 December 2025, the total number of exercisable share options was 28,531 (2024:Nil).

17
Share premium account

I ncluded in the share premium account are all amounts paid for shares above their nominal value.

18
Retained earnings

Comprises current and previous years' retained profits and losses.

19
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:

2025
2024
£
£
Within 1 year
398,420
398,420
Years 2-5
830,042
1,261,845
1,228,462
1,660,265

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

PUSH LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
(Continued)
- 23 -
20
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.

21
Events after the reporting date

There have been no material events subsequent to the reporting date and up to the date of approval of these financial statements which would require adjustment to, or disclosure in, the financial statements.

22
Ultimate controlling party

The company's immediate parent company is Aave Group SEZC, a company incorporated in the Cayman Islands with registered office 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008.

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 Aave Group SEZC.

The ultimate controlling party is S Kulechov.

23
Cash absorbed by operations
2025
2024
£
£
Loss after taxation
(1,828,029)
(3,231,969)
Adjustments for:
Amortisation and impairment of intangible assets
8,990
2,250
Depreciation and impairment of property, plant and equipment
228,882
133,264
Profit/(loss) from crypto currency exchange
(589)
16,375
Other operating income
-
(120,642)
Movements in working capital:
Decrease/(increase) in trade and other receivables
1,141,675
(912,869)
Decrease in trade and other payables
(255,995)
(214,381)
Cash absorbed by operations
(705,066)
(4,327,972)
24
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,070,899
(705,066)
365,833
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