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Company registration number:
11169781
Avandel Limited
Unaudited Filleted Financial Statements for the year ended
31 December 2025
Avandel Limited
Report to the board of directors on the preparation of the unaudited statutory financial statements of Avandel Limited
Year ended
31 December 2025
As described on the statement of financial position, the Board of Directors of
Avandel Limited
are responsible for the preparation of the
financial statements
for the year ended
31 December 2025
, which comprise the income statement, statement of financial position, statement of changes in equity and related notes.
You consider that the company is exempt from an audit under the Companies Act 2006.
In accordance with your instructions we have compiled these unaudited financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and from information and explanations supplied to us.
Fistral Accounting
Chartered Accountants
3 Trevilley Close
Lane
Newquay
Cornwall
TR8 4FP
United Kingdom
Date:
3 September 2026
Avandel Limited
Statement of Financial Position
31 December 2025
20252024
Note££
Fixed assets    
Intangible assets 5
33,056
 
37,726
 
Tangible assets 6
2,545
 
14,081
 
Investments 7
1
 
1
 
35,602
 
51,808
 
Current assets    
Stocks
60,724
 
55,602
 
Debtors 8
1,466,682
 
194,097
 
Cash at bank and in hand
372,981
 
77,751
 
1,900,387
 
327,450
 
Creditors: amounts falling due within one year 9
(667,950
 )
(971,951
 )
Net current assets/(liabilities)
1,232,437
 
(644,501
 )
Total assets less current liabilities 1,268,039   (592,693 )
Creditors: amounts falling due after more than one year 10
(3,868,647
 ) -  
Net liabilities
(2,600,608
 )
(592,693
 )
Capital and reserves    
Called up share capital
24,932
 
23,792
 
Share premium
7,953,854
 
7,953,854
 
Other reserves
1,001
 
18,119
 
Profit and loss account
(10,580,395
 )
(8,588,458
 )
Shareholders deficit
(2,600,608
 )
(592,693
 )
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.
Directors' responsibilities:
  • The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;
  • The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
These
financial statements
have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies’ regime.
In accordance with Section 444 of the Companies Act 2006, the income statement has not been delivered.
These
financial statements
were approved by the board of directors and authorised for issue on
3 September 2026
, and are signed on behalf of the board by:
N Morland
G Vasilaras
DirectorDirector
Company registration number:
11169781
Avandel Limited
Notes to the Financial Statements
Year ended
31 December 2025

1 General information

The company is a private company limited by shares and is registered in England and Wales. The address of the registered office is
11 Shepherd Market
,
London
,
W1J 7PG
, England.

2 Statement of compliance

These
financial statements
have been prepared in compliance with FRS 102 Section 1A, 'The Financial Reporting Standard applicable to the UK and Republic of Ireland'.

3 Accounting policies

Basis of preparation

The
financial statements
have been prepared on the historical cost basis.
The
financial statements
are prepared in sterling, which is the presentational currency of the company. The functional currency of the company is US dollars.

Going concern

As at the year end date the Income Statement showed losses for the year of £1,991,937 (2024: £2,102,271). The directors have prepared these financial statements on the going concern basis. At the time of approving these financial statements and in coming to this conclusion, the directors have assessed current trade and expected future performance and support for the company. The company is reliant upon ongoing support from investment funds who have confirmed financial support for at least twelve months from the date of approval of these financial statements. Therefore the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Consolidation

The financial statements contain information about Avandel Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The entity has taken advantage of the option not to prepare consolidated
financial statements
contained in Section 398 of the Companies Act 2006 on the basis that the entity and its subsidiary undertaking comprise a small group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer, usually on delivery of the goods; the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Intangible assets

Intangible assets are initially measured at cost and are subsequently measured at cost less any accumulated amortisation and accumulated impairment losses or at a revalued amount. However, Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:
Other intangible assets
10% straight line

Tangible assets

Tangible assets are initially measured at cost, and are subsequently measured at cost less any accumulated depreciation and accumulated impairment losses or at a revalued amount.
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:
Plant and machinery
25% straight line

Fixed asset investments

Investments in subsidiaries, associates and joint ventures accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses.
Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price and are subsequently measured as follows: Debt instruments are subsequently measured at amortised cost and commitments to receive a loan and to make a loan to another entity are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.
All other financial instruments, including derivatives, are initially recognised at fair value, which is normally the transaction price and are subsequently measured at fair value, with any changes recognised in profit or loss.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
All equity instruments regardless of significance, and other financial assets that are individually significant, are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution pension plan

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

Convertible loans

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity and is not subsequently remeasured.
Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity. Where the financial liability component meets the criteria above, the finance costs of the financial liability are recognised over the term of the debt using the effective interest method. If those criteria are not met, the financial liability component is measured at fair value through profit or loss.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions or using the average exchange rate for the year if applicable. At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within. All other foreign exchange gains and losses are presented in profit or loss within "Administrative expenses".

4 Average number of employees

The average number of persons employed by the company during the year was
5
(2024:
6.00
).

5 Intangible assets

Other intangible assets
£
Cost  
At
1 January 2025
55,875
 
Additions
1,020
 
At
31 December 2025
56,895
 
Amortisation  
At
1 January 2025
18,149
 
Charge
5,690
 
At
31 December 2025
23,839
 
Carrying amount  
At
31 December 2025
33,056
 
At 31 December 2024
37,726
 

6 Tangible assets

Plant and machinery etc.
£
Cost  
At
1 January 2025
and
31 December 2025
38,834
 
Depreciation  
At
1 January 2025
24,753
 
Charge
11,536
 
At
31 December 2025
36,289
 
Carrying amount  
At
31 December 2025
2,545
 
At 31 December 2024
14,081
 

7 Investments

Shares in group undertakings and participating interests
£
Cost  
At
1 January 2025
1
 
At
31 December 2025
1
 
Impairment  
At
1 January 2025
and
31 December 2025
 -  
Carrying amount  
At
31 December 2025
1
 
At 31 December 2024
1
 
Avandel US Inc. is a 100% subsidiary undertaking of the company. The registered office of the subsidiary is 251 Little Falls Drive, Wilmington, New Castle, Delaware, United States of America. The principal activity of Avandel US Inc. matches that of the company's.

8 Debtors

20252024
££
Trade debtors
46,669
 
21,356
 
Amounts owed by group undertakings and undertakings in which the company has a participating interest
1,248,395
 
106,956
 
Other debtors
171,618
 
65,785
 
1,466,682
 
194,097
 
The debtors above include the following amounts falling due after more than one year:
20252024
££
Other debtors
111,566
  -  
Amounts owed by group undertakings and undertakings in which the company has a participating interest are interest free and repayable on demand.
During the year, the company provided a loan of $200,000 to an entity under common control. The loan is repayable over a period of four years. Interest is chargeable at 6% per annum in the event that repayments are not made in accordance with the agreed repayment schedule, accruing from the date of drawdown until settlement. The loan has been translated into sterling at the closing exchange rate and is included within other debtors. If certain conditions are met, upon agreement in writing by the parties, the loan amount, including any accrued interest, may be converted into shares.

9 Creditors: amounts falling due within one year

20252024
££
Bank loans and overdrafts
66
  -  
Trade creditors
69,188
 
137,684
 
Amounts owed to group undertakings and undertakings in which the company has a participating interest
30,355
 
233,598
 
Taxation and social security
20,584
 
28,801
 
Other creditors
547,757
 
571,868
 
667,950
 
971,951
 
In the prior year, the company made two issuances of convertible loan notes, the first on 30th September 2024 and the second on 18th October 2024. The loan notes are convertible into ordinary shares of the company at any time between the date of issue of the notes and their settlement date. Interest of 6 per cent will be paid annually up until that settlement date. On the basis that the terms of conversion lead to a variable number of shares being issued the full advance on the convertible loan notes have been classified as liabilities in the financial statements.

10 Creditors: amounts falling due after more than one year

20252024
££
Other creditors
3,868,647
  -  
During the year, the company entered into five loan facility agreements with a trust in which Mr Clarke is a beneficiary, for amounts of $500,000, $1,200,000, $1,500,000, $800,000 and $1,115,000. Amounts drawn down under the facilities accrue interest at a rate of 6 per cent and are repayable no earlier than two years after the date of the respective agreements. At 31 December 2025, the company had drawn down a total of $5,115,000 and accrued interest of $86,386. The amounts outstanding have been translated into sterling at the closing exchange rate. The resulting balance of £3,868,647 (2024: £Nil) is included within other creditors falling due after more than one year.
During the prior year, the company entered into 3 loan facility agreements each to the value of $500,000. Drawn down balances accrue interest at a rate of 6 per cent and are repayable with a minimum term of 2 years after the date of the agreement. On 11th October 2024, the 3 loan facilities were repaid via issue of ordinary shares. As at 31 December 2024 the total outstanding loan balance, relating to accrued interest, was £28,577. The amount is included in creditors and repayable on demand.

11 Share-based payments

The company introduced a share option scheme in which certain employees and stakeholders of Avandel Limited can participate.
The scheme is equity settled. The fair value of the options has been calculated using the Black Scholes model, it was considered that this approach would result in materially accurate estimate of the fair value of the options granted.
There were 1,792 (2024: 2,520) options outstanding at the beginning of the year. During the year 1,140 (2024: 0) options were granted and 0 (2024: 728) lapsed.
The total expense recognised in profit or loss for the year was £17,118 (2024: £10,530). These amounts are included within administrative expenses.

12 Share capital

During the year there has been an issue of 1,140 (2024: 2,870) ordinary shares with an aggregated nominal value of £1,140 (2024: £2,870) for consideration of £1,140 (2024: £1,156,838).