The Directors present the Strategic Report of Adthena Limited (the “Company") and its wholly owned subsidiaries Adthena Inc. and Adthena APAC Pty Ltd (the “Group”) for the year ended 31 December 2025.
There has been no change to the principal activity of the Group during the year. The Group’s principal activity was the proprietary research and development and sale of an advanced competitive intelligence software platform. Adthena operates a software-as-a-service (SaaS) business model which offers Adthena’s clients valuable insights into their online search advertising, enabling them to optimise their marketing strategies.
The loss for the year and the Group's financial position at the end of the year are shown in the financial statements.
Strategic Management
The Group’s mission is connecting marketers to consumers through unique search intelligence. Adthena is the market-leading, AI driven paid search intelligence product for global enterprise customers. During 2025, the Group’s strategic focus was a continuation of previous years’ to achieving profitability through improved operational efficiency while sustaining revenue growth. The Group continues to maximise ROI for customers through the deployment of new features and enhancements to deliver actionable value, embracing novel AI technologies.
The Group continues its commitment to innovation, investing into development of new product features and delivering continuous improvements to Adthena’s existing core platform to improve customer acquisition as well as retention.
Business Performance
Revenue by region
Year APAC INC LTD TOTAL
2025 £1.9m £8.3m £7.1m £17.3m
2024 £1.8m £6.9m £6.9m £15.6m
The Group’s consolidated revenue grew by 11% to £17.3m in the year (2024: 9% to £15.6m). Although revenues in Adthena Ltd and Adthena APAC have grown year on year in their relative regions, Adthena Inc continues to experience strong revenue growth.
In aggregate the Group’s revenue growth has matured over the last three years with the strategic focus shift into expansion and achieving profitability. During the year, Adthena’s customer base increased 8.2% to 397 (2024: 2.2% to 367) whilst the Group’s staffing levels have decreased by 1 to 118 (2024: increased 8 to 119).
Gross margin has improved to 79% (2024: 78%). The Group continues to make significant gains in its operational efficiency and the Group reported an EBITDA of £683k (2024: £41k), yielding an EBITDA margin of 4.0% (2024: 0.3%).
During the prior year, the Group completed a refinancing with a new North American lender to consolidate its debts into a single $22m facility. As at 31 December, this facility amounted to $23.34m. However, Group finance costs decreased 7% to £2.6m (2024: increased 8% to £2.8m) due to declining variable interest rates.
The Group’s current working capital levels enable the business to meet its cash flow requirements for the foreseeable future. Total Group cash net outflows have significantly improved to -£8k (2024: -£2.4m net outflow) as a result of operational net cashflows improving to £1.4m (2024: -1.5m). Overall Group cash balances have remained stable at £2.8m (2024: £2.8m).
Post Reporting Date Events
There have been no significant events affecting the Group since the year end.
The Group recognises that operating in a dynamic business environment comes with inherent risks and uncertainties. The following are the principal risks and uncertainties that could potentially impact the business.
Macroeconomic risk:
The Group operates in a global market influenced by macroeconomic factors, and reductions in customer budgets can impact our performance. Adthena’s customer base is predominantly blue chip businesses from a diverse range of industries, and search advertising has proven to be resilient to market pressures with Google’s advertising revenue continuing to grow year on year. Adthena is therefore positioned well to withstand the pressure of macroeconomic conditions.
Liquidity risk:
The Group’s liquidity position has improved as a result of significant improvements in operating cashflow. However, the Group does consider its ability to meet its short term cash needs regularly. The Group has a significant debt balance, and is therefore exposed to changes in interest rates. The Group manages liquidity risk by maintaining a prudent cashflow management strategy, and regular cash flow monitoring. The Group increased its loan facility during 2025 to increase the amount of working capital and mitigate liquidity risk. Continuing improvements in operating efficiency are reducing cash outflows and manage exposure to servicing finance costs. The Group continues to monitor macroeconomic conditions and has taken into account recent and potential future interest rate rises in preparation of its financial forecasts.
Platform reliance:
The Group’s primary product offering relates to Google search advertising, creating a high reliance on Google. Google continues to post strong advertising revenue growth and a dominant market share for search advertising. The strength of Google makes significant risk to the Group’s operation unlikely, but nonetheless The Group’s strategy will seek product diversification in the coming years.
Technological advancements:
Rapid technological changes present both opportunities and risks. Failing to adapt to new technologies or being outpaced by competitors’ innovations could render the Adthena platform obsolete. We address this risk through continuous R&D investment, regular product roadmap reviews and monitoring technological trends.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom 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 group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Adthena Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 group's and 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.
Other information
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' report 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We obtained an understanding of the legal and regulatory framework applicable to both the company itself and the industry in which it operates. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the directors and other management. The most significant were identified as the Companies Act 2006, UK GAAP (FRS102) and relevant tax legislation.
We considered the extent of compliance with those laws and regulations as part of our procedures on the related financial statements. Our audit procedures included:
making enquires of directors and management as to where they consider there to be a susceptibility to fraud and whether they have any knowledge or suspicion of fraud;
obtaining an understanding of the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;
assessing the design effectiveness of the controls in place to prevent and detect fraud;
assessing the risk of management override including identifying and testing journal entries;
challenging the assumptions and judgements made by management in its significant accounting estimates.
Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £37,968 (2024 : £5,493,065 loss).
Adthena Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 30 Churchill Place, London, E14 5RE.
The group consists of Adthena Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Adthena Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The accounts have been prepared on a going concern basis. While the Group continues to operate at a loss and has negative net assets, the business is in a stable operating position, and sales growth is expected to be sufficient to reach breakeven. While the Group's net current assets are negative, the business has raised capital during the period, and is in a robust cash position with a forward cash forecast that is breakeven, and as such is in a position to withstand any short term losses. As a result, the Directors resolved that the going concern basis is appropriate.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from a contract to provide services is recognised in the period in which the services are
provided in accordance with the stage of completion of the contract.
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 recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
At each reporting period end date, the group 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 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 fixed 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in foreign currencies are recorded at the spot rate.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of
exchange ruling at the balance sheet date.
All differences are taken to the income statement.
Related party transactions
The group discloses transactions with related parties which are not wholly owned within the same group.
Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.
In the application of the group’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.
The total cost of other services provided by the auditors was £5,500 (2024: £4,500)
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The average number of employees by undertakings that were proportionately consolidated during the year was 36 (2024 - 37).
The amount of remuneration attributable to the highest paid director was £266k (2024:£274k).
During the year there were no directors that exercised any share options and there were no shares received or receivable by directors in respect of services under a long term incentive scheme.
The company operates a defined contribution pension scheme to which two directors were previously enrolled. There are no longer any directors enrolled on the company's pension scheme.
Directors' pension costs totalled £nil (2024: £nil).
There are no schemes or incentives available to directors in respect of their interests in Adthena Limited.
The company has taken advantage of the exemption from disclosing key management personnel compensation.
The actual credit 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:
Details of the company's subsidiaries at 31 December 2025 are as follows:
Other loans are be secured by (1) a first-priority perfected lien against all assets of Adthena Ltd and the Guarantors, (2) a pledge of 100% of the equity of Adthena Ltd’s domestic subsidiaries (but not Adthena Ltd itself), and (3) a pledge of 65% of the voting equity of Adthena Ltd’s foreign subsidiaries.
Defaults and breaches on loans payable
During the year, the Company had a loan balance due to Atalaya Capital Management LP. The Company did not identify any covenant breaches under this loan.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company has established an Enterprise Management Incentive (EMI) share option scheme and an ordinary share option scheme, with exercise prices ranging from £0.02 to £3.21 per share.
* Most options vest over a 4 year period. None vest within the first 12 months of employment.
* The vested options are exercisable if there is a change in control.
* The Group's employees may exercise vested options upon termination of their employment.
Vested EMI options can be exercised up to 10 years from the date of the grant.
The company recognised a charge of £90,766 (2024: £78,043) in relation to share options which have time-based vesting conditions or performance-based vesting conditions. The total cost of such options recognised to date is £683,887.
The fair value of the options used for accounting purposes in this calculation has been calculated using a Black-Scholes options pricing model.
Options lapse if the employee leaves the company before the options vest.
2,927 shares of £0.02 each were allotted as fully paid at an average premium of £1.119921 per share during the year.
Prescribed particulars:
Ordinary
Each Ordinary share is entitled to a dividend payment only after any accruals of the preferential dividend due to the Series A shares have been paid.
Each Ordinary share is entitled to participate in a distribution arising from a winding up of the company only after the subscription price (together with an amount equal to all accrued but unpaid dividends) has been paid to holders of the Series A shares.
Series A-1
Each Series A-1 share is entitled to a preferential dividend payment if a dividend is declared.
Each Series A-1 share is entitled to participate with a priority return in a distribution arising from a winding up of the company on the basis set out in the company's articles of association.
Series A
Each Series A share is entitled to a dividend payment only after any accruals of the preferential dividend due to the Series A-1 shares have been paid.
Each Series A share is entitled to participate with a priority return of the subscription price (together with an amount equal to all accrued but unpaid dividends) in a distribution arising from a winding up of the company, but only after the applicable preference payable to the Series A-1 shares has been made.
The company is owned by a number of private shareholders and companies, none of whom own more than 50% of the issued share capital of the company.
Accordingly there is no parent entity nor ultimate controlling party.
There have been no significant events affecting the Group since the year end.
At the year end the parent company (Adthena Limited) had tax losses carried forwards of £6.8m and an inter-company provision of £17m. The company has not provided for the £5.9m deferred tax asset that results from these.
The tax losses carried forward for the group totaled £24m. The group has not provided for the £5.4m deferred tax asset that results from these tax losses.