AVIAN LABS LTD


Directors	AMOR, Simon
	HUDACK, Michael Nicholas


Registered Address	Arquen House 4-6 Spicer Street
	St. Albans
	AL3 4PQ


Registered Number	13941760 (England and Wales)

Balance Sheet as at
31 December 2025

	Notes	2025		2024
		£	£	£	£
Fixed assets
Tangible assets	3		79,743		42,317
			79,743		42,317
Current assets
Debtors	4	718,771		773,544
Cash at bank and on hand		32,768		76,376
		751,539		849,920
Creditors amounts falling due within one year	5	(1,212,348)		(5,558,121)
Net current assets (liabilities)			(460,809)		(4,708,201)
Total assets less current liabilities			(381,066)		(4,665,884)
Net assets			(381,066)		(4,665,884)
Capital and reserves
Called up share capital			8,084,702		1
Other reserves			409,167		-
Profit and loss account			(8,874,935)		(4,665,885)
Shareholders' funds			(381,066)		(4,665,884)

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 27 August 2026, and are signed on its behalf by:

HUDACK, Michael Nicholas
Director
Registered Company No. 13941760

AVIAN LABS LTD

Notes to the Financial Statements
for the year ended 31 December 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Going concern
	The financial statements have been prepared on the going concern basis notwithstanding the fact that the company has a deficiency on shareholders' funds at the year end. The directors consider the going concern basis to be appropriate as the parent company, Avian Labs, Inc, has sufficient reserves to support the company to trade for a minimum of 12 months from the date of approval of the financial statements.

Going concern

The financial statements have been prepared on the going concern basis notwithstanding the fact that the company has a deficiency on shareholders' funds at the year end. The directors consider the going concern basis to be appropriate as the parent company, Avian Labs, Inc, has sufficient reserves to support the company to trade for a minimum of 12 months from the date of approval of the financial statements.

	Turnover policy
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services.

	Defined contribution pension plan
	The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

	Share-based payments
	The share-based payment has been accounted for as an equity-settled transaction in accordance with FRS 102 Section 26. The fair value of the options at the grant date is recognised as an expense over the vesting period, with a corresponding credit to a capital contribution reserve in equity as the share options granted relate to a parent entity's share capital. The capital contribution reserve is labelled as Other reserves on the balance sheet.

Share-based payments

The share-based payment has been accounted for as an equity-settled transaction in accordance with FRS 102 Section 26. The fair value of the options at the grant date is recognised as an expense over the vesting period, with a corresponding credit to a capital contribution reserve in equity as the share options granted relate to a parent entity's share capital. The capital contribution reserve is labelled as Other reserves on the balance sheet.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Straight line (years)
	Office Equipment	4

	Government grants or assistance
	Grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability. The Research and Development Expenditure Credit (RDEC) is recognised as a government grant in accordance with FRS 102 Section 24. The gross RDEC credit is recognised within other income in the profit and loss account in the year to which the qualifying expenditure relates and the associated corporation tax is included within the tax charge for the year.

Government grants or assistance

Grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

The Research and Development Expenditure Credit (RDEC) is recognised as a government grant in accordance with FRS 102 Section 24. The gross RDEC credit is recognised within other income in the profit and loss account in the year to which the qualifying expenditure relates and the associated corporation tax is included within the tax charge for the year.

2.	Average number of employees


		2025		2024
	Average number of employees during the year	21		14

3.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 January 25	62,449	62,449
Additions	58,664	58,664
At 31 December 25	121,113	121,113
Depreciation and impairment
At 01 January 25	20,132	20,132
Charge for year	21,238	21,238
At 31 December 25	41,370	41,370
Net book value
At 31 December 25	79,743	79,743
At 31 December 24	42,317	42,317

4.	Debtors: amounts due within one year

	2025	2024
	£	£
Amounts owed by group undertakings	40,253	228,109
Other debtors	575,933	498,368
Prepayments and accrued income	102,585	47,067
Total	718,771	773,544

5.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	40,234	3,533
Amounts owed to related parties	1,017,250	5,456,251
Taxation and social security	153,937	78,157
Other creditors	-	3,553
Accrued liabilities and deferred income	927	16,627
Total	1,212,348	5,558,121

6.	Other commitments
	Minimum lease payments under non-cancellable operating leases total £156,293 due within one year (2024: £156,293).

7.	Events after reporting date
	On 31 January 2026, Grace Moloney resigned as a Director of the Company. The resignation occurred after the reporting date of 31 December 2025. There has been no impact on the Company’s financial statements as a result of this resignation.

8.	Related party transactions
	Included in Creditors amounts falling due within one year is £1,017,250 (2024: £5,456,251), owed to the ultimate controlling party, Avian Labs Inc, based in the United States of America. The loan is unsecured, interest-free, and repayable on demand. Included in Debtors amounts due within one year is £40,253 (2024: £228,109), owed to the company by Avian Labs Netherlands B.V, based in the Netherlands. The loan is unsecured, interest is charged at the average EURIBOR 12-month interest rate plus 1 percent, and is repayable on demand.

Related party transactions

Included in Creditors amounts falling due within one year is £1,017,250 (2024: £5,456,251), owed to the ultimate controlling party, Avian Labs Inc, based in the United States of America. The loan is unsecured, interest-free, and repayable on demand.

Included in Debtors amounts due within one year is £40,253 (2024: £228,109), owed to the company by Avian Labs Netherlands B.V, based in the Netherlands. The loan is unsecured, interest is charged at the average EURIBOR 12-month interest rate plus 1 percent, and is repayable on demand.

9.	Controlling party
	The Company is a wholly owned subsidiary of Avian Labs Inc, a company incorporated in Delaware. Avian Labs Inc is both the Company's immediate and ultimate parent undertaking. Consolidated financial statements including the Company are prepared by Avian Labs Inc and may be obtained from its registered office at 8 The Green Suite, #12690, Dover, Delaware, 19901, United States.

10.	Further information regarding the company's financial position
	During the year, the company established an equity-settled share option scheme to incentivise key employees. Under the plan, 1,438,622 options with an exercise price of £0.000008 were granted over 4 years, 63,796 options with an exercise price of £0.29614 were granted over 4 years, and 86,165 options with an exercise price of £0.82008 were granted over 4 years. The fair value of 1,346,952 of the options have been valued at £0.29614. The fair value of the remaining options of 241,631 have been valued at £0.82008. The value of the options that vested in the year was £157,951 (2024: £nil) and this was charged to the profit and loss. 759,587 options were exercised, 96,120 were forfeited and no shares had expired during the year. The total accelerated expense for exercised share options was £251,216 (2024: £nil) and this was charged to the profit and loss. The total carrying amount is £409,167 (2024: £nil) recognised as a capital contribution in Other reserves. The total number of shares options outstanding at the year end is 732,876 (2024: nil). Upon exercise, the shares will be granted to employees in the parent company, Avian Labs Inc, based in the United States of America.

10.

Further information regarding the company's financial position

During the year, the company established an equity-settled share option scheme to incentivise key employees. Under the plan, 1,438,622 options with an exercise price of £0.000008 were granted over 4 years, 63,796 options with an exercise price of £0.29614 were granted over 4 years, and 86,165 options with an exercise price of £0.82008 were granted over 4 years. The fair value of 1,346,952 of the options have been valued at £0.29614. The fair value of the remaining options of 241,631 have been valued at £0.82008.

The value of the options that vested in the year was £157,951 (2024: £nil) and this was charged to the profit and loss. 759,587 options were exercised, 96,120 were forfeited and no shares had expired during the year. The total accelerated expense for exercised share options was £251,216 (2024: £nil) and this was charged to the profit and loss. The total carrying amount is £409,167 (2024: £nil) recognised as a capital contribution in Other reserves.

The total number of shares options outstanding at the year end is 732,876 (2024: nil).

Upon exercise, the shares will be granted to employees in the parent company, Avian Labs Inc, based in the United States of America.