Company Registration No. SC224237 (Scotland)
Approov Limited
Unaudited accounts
for the year ended 31 December 2025
Approov Limited
Unaudited accounts
Contents
Approov Limited
Company Information
for the year ended 31 December 2025
Directors
Lucio L Lanza
Theodore A Miracco
Steven C Deluca
Craig McGill
Secretary
Dentons Secretaries Limited
Company Number
SC224237 (Scotland)
Registered Office
Scotiabank House
6 South Charlotte Street
Edinburgh
EH2 4AW
Scotland
Accountants
FinFlare Limited
Mitchell House
5 Mitchell Street
Edinburgh
Midlothian
EH6 7BD
Approov Limited
Statement of financial position
as at 31 December 2025
Intangible assets
5,529
10,225
Tangible assets
16,230
2,035
Cash at bank and in hand
1,867,938
41,117
Creditors: amounts falling due within one year
(826,178)
(1,487,508)
Net current assets/(liabilities)
1,847,133
(1,270,014)
Total assets less current liabilities
1,868,892
(1,257,754)
Creditors: amounts falling due after more than one year
-
(1,062,591)
Net assets/(liabilities)
1,868,892
(2,320,345)
Called up share capital
628,846
135,008
Share premium
14,145,058
8,770,781
Capital redemption reserve
(10)
(10)
Capital contribution reserve
-
327,612
Profit and loss account
(12,905,002)
(11,553,736)
Shareholders' funds
1,868,892
(2,320,345)
For the year ending 31 December 2025 the company was entitled to exemption from audit 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 and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A - Small Entities. The profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by
Theodore A Miracco
Director
Company Registration No. SC224237
Approov Limited
Notes to the Accounts
for the year ended 31 December 2025
Approov Limited is a private company, limited by shares, registered in Scotland, registration number SC224237. The registered office is Scotiabank House, 6 South Charlotte Street, Edinburgh, EH2 4AW, Scotland.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities. There were no material departures from that standard.
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
The accounts have been prepared under the historical cost convention.
The accounts are presented in £ sterling.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover from the sale of software licence contracts is recognised over the term of the licence contract.
Intangible fixed assets (including purchased goodwill and patents) are included at cost less accumulated amortisation.
Tangible fixed assets and depreciation
Tangible assets are included at cost less depreciation and impairment. Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives:
Fixtures & fittings
25% Straight Line
Computer equipment
33% Straight Line
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to
recover tax paid in a previous period.
Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used.
Current and deferred tax assets and liabilities are not discounted.
Approov Limited
Notes to the Accounts
for the year ended 31 December 2025
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised in the profit and loss account when due.
Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit or loss.
Expenditure on research and development activities is written off in the year in which it is incurred.
The financial statements have been prepared on a going concern basis.
The Directors have prepared financial forecasts for the period of 12 months from date of signing which indicate that the Company will continue as a going concern and has adequate sources of finance at its disposal to discharge its liabilities as they fall due.
Equity-settled share based payments are accounted for under the provisions of FRS 102 1A.
The company did not recognise any share-based payment expenses in the Profit and Loss Account in the current or prior year as they were deemed to be immaterial.
The company operates two share-based payment arrangements: The Enterprise Management Incentive Scheme (EMI Scheme) and and Unapproved Share Option Scheme (Unapproved Scheme).
Options are exercisable at a price equal to the fair value of the Company's shares on the date of grant. The vesting period for the EMI Scheme is spread evenly over a period of 2 years or 4 years from the grant of the option and are exercisable on vesting or exit. The options lapse if not exercised, which is the earlier of 10 years from date of grant or when the option holder ceases to be an employee of the company.
The company has granted options under the Unapproved Scheme to advisers, consultants and contractors to the company. The terms and and conditions of the options granted under the Unapproved Scheme are the same as those granted under the EMI Scheme.
The outstanding options at the start and end of the accounting period was: EMI Scheme 5,066,322 and Unapproved Scheme 719,719.
During the year the company completed a funding round, issuing Ordinary and A Ordinary shares for a total round consideration of £5,954,681.
The company issued 2,761,199 Ordinary Shares for a cash consideration of £138,060.
The company issued 46,622,646 A Ordinary shares partly for cash consideration and partly through shareholder loan conversion. The total consideration received in respect of the A Ordinary shares issued was £5,816,621.
Approov Limited
Notes to the Accounts
for the year ended 31 December 2025
4
Intangible fixed assets
Other
At 31 December 2025
154,249
At 31 December 2025
148,720
At 31 December 2024
10,225
5
Tangible fixed assets
Fixtures & fittings
Computer equipment
Total
Cost or valuation
At cost
At cost
At 1 January 2025
13,594
50,968
64,562
Additions
8,285
8,089
16,374
Disposals
(1,620)
-
(1,620)
At 31 December 2025
20,259
59,057
79,316
At 1 January 2025
13,594
48,933
62,527
Charge for the year
-
2,179
2,179
On disposals
(1,620)
-
(1,620)
At 31 December 2025
11,974
51,112
63,086
At 31 December 2025
8,285
7,945
16,230
At 31 December 2024
-
2,035
2,035
Amounts falling due within one year
Trade debtors
79,508
32,509
Accrued income and prepayments
81,047
50,054
Other debtors
93,173
93,814
Amounts falling due after more than one year
Amounts due from group undertakings etc.
538,354
-
Approov Limited
Notes to the Accounts
for the year ended 31 December 2025
7
Creditors: amounts falling due within one year
2025
2024
Trade creditors
44,346
57,484
Taxes and social security
27,779
11,144
Other creditors
14,376
1,110,017
Deferred income
626,447
259,129
8
Creditors: amounts falling due after more than one year
2025
2024
Other creditors
-
1,062,591
Creditors greater than 1 year include amounts due to the company's 100% owned subsidiary, Approov Inc 2025 - £538,354 (now debtor) (2024 - £1,062,591).
Allotted, called up and fully paid:
16,261,961 Ordinary shares of £0.01 each
162,619.61
135,007.62
46,622,646 A Ordinary shares of £0.01 each
466,226.46
-
Shares issued during the period:
2,761,199 Ordinary shares of £0.01 each
27,611.99
46,622,646 A Ordinary shares of £0.01 each
466,226.46
10
Capital contribution reserve
In 2024, the company received capital from investors under an Advanced Share Agreement (ASA). Funds received were converted to share capital during the fund raise, which completed in July 2025.
11
Operating lease commitments
2025
2024
At 31 December 2025 the company had the following future minimum lease payments under non-cancellable operating leases for each of the following periods:
Not later than one year
-
23,424
Later than one year and not later than five years
92,737
-
Approov Limited
Notes to the Accounts
for the year ended 31 December 2025
12
Transactions with related parties
The company has a 100% owned US subsidiary, Approov Inc.
Sales and marketing costs are incurred in the US relating to sales deals closed in the UK. Recharged costs in 2025 were £941,607 (2024 - £568,030).
Amounts due to Approov Inc at the balance sheet date are included in debtors greater than one year 2025 - £538,354 (2024 - £1,062,591 creditors greater than one year).
13
Average number of employees
During the year the average number of employees was 14 (2024: 6).