Company registration number 13729000 (England and Wales)
AAVE LIMITED
PREVIOUSLY AVARA PEOPLE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
AAVE LIMITED
COMPANY INFORMATION
Directors
P D Kerr
S Kulechov
Company number
13729000
Registered office
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
Auditor
BKL Audit LLP
Chartered Accountants & Statutory Auditor
35 Ballards Lane
London
N3 1XW
AAVE LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 19
AAVE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company is to provide operational support and administrative services within the wider group.

Results and dividends

The profit for the year, after taxation, amounted to £1,051,481 (2024: £1,645,399). No dividends have been proposed for the year 2025 (2024: nil).

Directors

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

P D Kerr
S Kulechov
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

BKL Audit LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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.

The company is entitled to exemption from preparing a Strategic Report under section 414B(1)(b) of the Companies Act 2006, as it qualifies as a small company and is a member of an ineligible group.

On behalf of the board
S Kulechov
Director
26 June 2026
AAVE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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:

- 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.

AAVE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AAVE LIMITED
- 3 -
Opinion

We have audited the financial statements of Aave Limited (the 'C ompany') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, S tatement of F inancial P osition, the S tatement of

C hanges in E quity, the S tatement of C ash F lows 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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

AAVE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AAVE LIMITED (CONTINUED)
- 4 -
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 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; or

- the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

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 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 directors, 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.

AAVE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AAVE LIMITED (CONTINUED)
- 5 -

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.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.

Michael Wedge FCA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP, Statutory Auditor
Chartered Accountants
35 Ballards Lane
London
N3 1XW
26 June 2026
AAVE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
2025
2024
Notes
£
£
Revenue
2
18,624,949
13,534,316
Cost of sales
-
(139,491)
Gross profit
18,624,949
13,394,825
Administrative expenses
(17,832,915)
(12,241,514)
Other operating income
2
455,309
486,233
Operating profit
3
1,247,343
1,639,544
Other gains and losses
6
(24,598)
(70,966)
Profit before taxation
1,222,745
1,568,578
Tax on profit
7
(171,264)
76,821
Profit for the financial year
1,051,481
1,645,399

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).

AAVE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 7 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
8
49,696
149,087
Current assets
Trade and other receivables
10
3,981,591
3,409,011
Investments
9
-
0
15,944
Cash and cash equivalents
531,176
1,044,124
4,512,767
4,469,079
Current liabilities
11
(1,499,880)
(2,575,164)
Net current assets
3,012,887
1,893,915
Total assets less current liabilities
3,062,583
2,043,002
Provisions for liabilities
Deferred tax liability
12
-
0
31,900
-
(31,900)
Net assets
3,062,583
2,011,102
Equity
Called up share capital
15
1
1
Retained earnings
16
3,062,582
2,011,101
Total equity
3,062,583
2,011,102
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 13729000 (England and Wales)
AAVE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2024
1
365,702
365,703
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,645,399
1,645,399
Balance at 31 December 2024
1
2,011,101
2,011,102
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,051,481
1,051,481
Balance at 31 December 2025
1
3,062,582
3,062,583
AAVE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
20
(512,948)
(268,415)
Investing activities
Purchase of property, plant and equipment
-
0
(198,782)
Proceeds from disposal of investments
-
719,061
Net cash generated from investing activities
-
520,279
Net (decrease)/increase in cash and cash equivalents
(512,948)
251,864
Cash and cash equivalents at beginning of year
1,044,124
792,260
Cash and cash equivalents at end of year
531,176
1,044,124
AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
1
Accounting policies
Company information

Aave Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

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 s ha ve 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
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.

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:

Fixtures and fittings
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.

1.5
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

1.6
Current asset investments

Cryptocurrency tokens are classified as current asset investments where they are held for short-term purposes. These assets a re measured at fair value, with changes in fair value recogni s ed in profit or loss.

AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
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 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.

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 that are classified as debt, 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.

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

The tax expense represents the sum of the tax currently payable and deferred tax.

AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
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. This is equity settled by the Parent company

AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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
Revenue
2025
2024
£
£
Revenue analysed by class of business
Provision of Intercompany Support Services
18,624,949
13,534,316
2025
2024
£
£
Revenue analysed by geographical market
Rest of World
16,342,697
13,534,316
Europe
1,448,483
-
United Kingdom
833,769
-
18,624,949
13,534,316
2025
2024
£
£
Other Operating Income
Sale of used hardware
4,509
-
R&D credit
450,800
486,233
455,309
486,233
3
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(185,525)
(562,963)
Depreciation of owned property, plant and equipment
99,391
60,351
Equity settled share-based payments costs
1,213,066
-
Operating lease charges
295,506
4,806
AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
4
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
23,700
26,000
For other services
All other non-audit services
6,300
-
0

BKL Audit LLP have provided the non-audit service of preparation of the accounts on behalf of the client.

5
Employees

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

2025
2024
Number
Number
Employees
18
20

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,957,083
4,340,470
Social security costs
572,828
530,801
Pension costs
112,781
104,418
Equity settled share based payments costs
1,265,748
5,908,440
4,975,689
6
Other gains and losses
2025
2024
£
£
Interest income
6,507
-
Profit / (loss) from cryptocurrency exchange
(31,105)
(70,966)
(24,598)
(70,966)
7
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
270,483
(110,373)
AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Taxation
2025
2024
£
£
(Continued)
- 15 -
Deferred tax
Origination and reversal of timing differences
(99,219)
33,552
Total tax charge/(credit)
171,264
(76,821)

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

2025
2024
£
£
Profit before taxation
1,222,745
1,568,578
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
305,686
392,145
Tax effect of expenses that are not deductible in determining taxable profit
306,162
2,042
Adjustments in respect of prior years
270,483
(110,433)
Group relief
(345,045)
(236,020)
Permanent capital allowances in excess of depreciation
577
349
Research and development tax credit
(112,700)
(121,558)
Other permanent differences
(179,850)
-
0
Deferred tax adjustments in respect of prior years
-
0
(3,346)
Timing differences not recognised in the tax computation
(74,049)
-
0
Taxation charge/(credit) for the year
171,264
(76,821)
8
Property, plant and equipment
Fixtures and fittings
£
Cost
At 1 January 2025 and 31 December 2025
246,866
Depreciation and impairment
At 1 January 2025
97,779
Depreciation charged in the year
99,391
At 31 December 2025
197,170
Carrying amount
At 31 December 2025
49,696
At 31 December 2024
149,087
AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
9
Current asset investments
2025
2024
£
£
Digital Asset
-
0
15,944

The amount represents cryptocurrency tokens held for short-term purposes. Prior to the year end, this asset was transferred to the Parent company

10
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
(270,483)
601,632
Amounts owed by group undertakings
4,099,076
2,710,444
Other receivables
-
0
28,812
Prepayments and accrued income
85,679
68,123
3,914,272
3,409,011
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 12)
67,319
-
0
Total debtors
3,981,591
3,409,011
11
Current liabilities
2025
2024
£
£
Trade payables
102,397
197,777
Taxation and social security
96,266
-
0
Other payables
1,301,217
2,377,387
1,499,880
2,575,164
AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
12
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Fixed asset timing differences
-
36,407
(12,136)
-
Short term timing differences
-
(4,507)
79,455
-
-
31,900
67,319
-
2025
Movements in the year:
£
Liability at 1 January 2025
31,900
Credit to profit or loss
(99,219)
Asset at 31 December 2025
(67,319)

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

13
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
112,781
104,418

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.

AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
14
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
5,199,403
1,700,691
0.10
0.06
Granted
4,099,450
4,890,250
0.32
0.11
Forfeited
(367,852)
0
(1,391,538)
0
0.20
0.07
Exercised
(2,812,424)
0
-
0
0.10
-
0
Outstanding at 31 December 2025
6,118,577
7,982,479
0.23
0.10
Exercisable at 31 December 2025
455,309
-
0
0.07
-
0

At 31 December 2025, the total number of exercisable share options was 455,309 (2024: Nil).

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £1,213,066 (2024:£nil) which related to equity settled share based payment transactions.

15
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

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.

16
Retained earnings

Comprises current and previous years' retained profits and losses.

17
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.

18
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties: Revenue £18,624,949 (2024: £13,534,316)

AAVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Related party transactions
(Continued)
- 19 -

During the year, the parent company was Aave Group SEZC (formerly Avara Group SEZC) whose ultimate controlling party is the director S Kulechov. The company entered into transactions with companies whose ultimate controlling party is also S Kulechov and are therefore 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.

19
Ultimate controlling party

During the year, 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.

20
Cash absorbed by operations
2025
2024
£
£
Profit after taxation
1,051,481
1,645,399
Adjustments for:
Taxation charged/(credited)
171,264
(76,821)
Depreciation and impairment of property, plant and equipment
99,391
60,351
Other gains and losses
24,598
70,966
Increase in provisions
-
0
31,900
Movements in working capital:
Increase in trade and other receivables
(784,398)
(2,025,965)
(Decrease)/increase in trade and other payables
(1,075,284)
25,755
Cash absorbed by operations
(512,948)
(268,415)
21
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,044,124
(512,948)
531,176
2025-12-31 2025-01-01 false false false CCH Software CCH Accounts Production 2026.100 P D Kerr S Kulechov 13729000 2025-01-01 2025-12-31 13729000 bus:Director1 2025-01-01 2025-12-31 13729000 bus:Director2 2025-01-01 2025-12-31 13729000 bus:RegisteredOffice 2025-01-01 2025-12-31 13729000 2025-12-31 13729000 2024-01-01 2024-12-31 13729000 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13729000 core:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 13729000 2024-12-31 13729000 core:FurnitureFittings 2025-12-31 13729000 core:FurnitureFittings 2024-12-31 13729000 core:WithinOneYear 2025-12-31 13729000 core:WithinOneYear 2024-12-31 13729000 core:CurrentFinancialInstruments core:WithinOneYear 2025-12-31 13729000 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 13729000 core:ShareCapital 2025-12-31 13729000 core:ShareCapital 2024-12-31 13729000 core:RetainedEarningsAccumulatedLosses 2025-12-31 13729000 core:RetainedEarningsAccumulatedLosses 2024-12-31 13729000 core:ShareCapital 2023-12-31 13729000 core:RetainedEarningsAccumulatedLosses 2023-12-31 13729000 core:ShareCapitalOrdinaryShareClass1 2025-12-31 13729000 core:ShareCapitalOrdinaryShareClass1 2024-12-31 13729000 2024-12-31 13729000 2023-12-31 13729000 core:FurnitureFittings 2025-01-01 2025-12-31 13729000 core:UKTax 2025-01-01 2025-12-31 13729000 core:UKTax 2024-01-01 2024-12-31 13729000 1 2025-01-01 2025-12-31 13729000 1 2024-01-01 2024-12-31 13729000 2 2025-01-01 2025-12-31 13729000 2 2024-01-01 2024-12-31 13729000 core:FurnitureFittings 2024-12-31 13729000 core:CurrentFinancialInstruments core:UnlistedNon-exchangeTraded 2025-12-31 13729000 core:CurrentFinancialInstruments core:UnlistedNon-exchangeTraded 2024-12-31 13729000 core:CurrentFinancialInstruments 2025-12-31 13729000 core:CurrentFinancialInstruments 2024-12-31 13729000 core:Non-currentFinancialInstruments 2025-12-31 13729000 core:Non-currentFinancialInstruments 2024-12-31 13729000 bus:OrdinaryShareClass1 2025-01-01 2025-12-31 13729000 bus:OrdinaryShareClass1 2025-12-31 13729000 bus:OrdinaryShareClass1 2024-12-31 13729000 bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 13729000 bus:FRS102 2025-01-01 2025-12-31 13729000 bus:Audited 2025-01-01 2025-12-31 13729000 bus:FullAccounts 2025-01-01 2025-12-31 xbrli:pure xbrli:shares iso4217:GBP