Company Registration Number: 08046168
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ANTAVO LIMITED
COMPANY INFORMATION
ANTAVO LIMITED
CONTENTS
ANTAVO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their group strategic report for Antavo Limited (registered number 08046168) and its subsidiary, Antavo Informatikai Kft., together “the Group”, for the year ended 31 December 2025. The report is prepared in accordance with section 414C of the Companies Act 2006, the Group having ceased to qualify as small.
Principal activity
The Group develops and operates Antavo, an enterprise-grade, SaaS loyalty management platform that enables global brands and retailers to design, launch and manage customer loyalty and reward programmes. The Group is headquartered in London, with its principal product development and operations centre in Hungary, operated through Antavo Informatikai Kft. Revenue is predominantly recurring software subscription income, complemented by related professional and implementation services.
Principal activity
The Group develops and operates Antavo, an enterprise-grade, SaaS loyalty management platform that enables global brands and retailers to design, launch and manage customer loyalty and reward programmes. The Group is headquartered in London, with its principal product development and operations centre in Hungary, operated through Antavo Informatikai Kft. Revenue is predominantly recurring software subscription income, complemented by related professional and implementation services.
2025 was a year of continued growth and deliberate investment. Group revenue growth was driven primarily by the software subscription business. Recurring software revenue represented a large part of the total revenue, underlining the strength and predictability of the subscription model.
The Group won many new clients during the year while maintaining a high level of revenue retention across its existing customer base, reflecting both the breadth of the platform and the success of cross-sell and upsell activity. Professional services revenue was broadly stable. Gross margin remained strong, consistent with a scalable software operating model.
In line with the Group’s growth strategy, the directors continued to invest ahead of revenue in product development – including artificial-intelligence capabilities and the Optimizer and Planner modules – and in the global go-to-market organisation. This continued investment reflects the directors’ decision to prioritise long-term recurring-revenue growth and product leadership.
Funding
The Group has been financed through successive external equity rounds, including a seed round in 2018 and a €10 million Series A round in 2022 led by Euroventures, alongside Lead Ventures, iEurope and Innovation Nest. More recently, the Group’s growth has been supported by convertible loan note funding provided by its investors, and the directors continue to manage liquidity actively as the next funding round is progressed.
The convertible loan notes attract non-compounding interest at a rate of 10% per annum which is payable upon maturity if the optrion to convert is not exercised. The loan notes were set to mature on 9 July 2026 at which time they would either be repaid, converted into share capital or the term will be extended. Post year end the decision was made to extend for a further 12 months.
Outlook
The directors expect continued growth in recurring revenue in 2026, supported by a strengthened pipeline, new product capabilities and disciplined cost management, with the medium-term objective of moving the Group towards profitability.
The Group won many new clients during the year while maintaining a high level of revenue retention across its existing customer base, reflecting both the breadth of the platform and the success of cross-sell and upsell activity. Professional services revenue was broadly stable. Gross margin remained strong, consistent with a scalable software operating model.
In line with the Group’s growth strategy, the directors continued to invest ahead of revenue in product development – including artificial-intelligence capabilities and the Optimizer and Planner modules – and in the global go-to-market organisation. This continued investment reflects the directors’ decision to prioritise long-term recurring-revenue growth and product leadership.
Funding
The Group has been financed through successive external equity rounds, including a seed round in 2018 and a €10 million Series A round in 2022 led by Euroventures, alongside Lead Ventures, iEurope and Innovation Nest. More recently, the Group’s growth has been supported by convertible loan note funding provided by its investors, and the directors continue to manage liquidity actively as the next funding round is progressed.
The convertible loan notes attract non-compounding interest at a rate of 10% per annum which is payable upon maturity if the optrion to convert is not exercised. The loan notes were set to mature on 9 July 2026 at which time they would either be repaid, converted into share capital or the term will be extended. Post year end the decision was made to extend for a further 12 months.
Outlook
The directors expect continued growth in recurring revenue in 2026, supported by a strengthened pipeline, new product capabilities and disciplined cost management, with the medium-term objective of moving the Group towards profitability.
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ANTAVO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors regularly review the principal risks and uncertainties facing the Group. The most significant are set out below, together with the Group’s approach to mitigating them.
∙Funding and liquidity / going concern. The Group is loss-making and relies on external funding to support its growth plan (see going concern).
∙Customer credit risk. The Group is exposed to the risk of delayed payment or default. The Group monitors aged receivables closely, makes provision where appropriate, and increasingly uses prepayment and milestone-based billing to manage exposure.
∙Foreign exchange risk. The Group earns revenue and incurs costs in several currencies, creating transactional and translational exposure. The directors monitor currency exposures and use hedging arrangements where considered appropriate.
∙Competition and market consolidation. The loyalty and marketing-technology market is competitive and consolidating. The Group mitigates this through continued product innovation (including AI), depth of platform functionality and strong customer relationships.
∙People and key personnel. The Group’s success depends on attracting and retaining skilled employees, particularly in engineering and commercial roles. The Group invests in remuneration, equity incentives, development and culture to retain talent.
∙Technology, information security and data protection. As a SaaS provider handling customer data, the Group is exposed to cyber-security and data-protection risks. It maintains a security and compliance programme (including external assurance and GDPR compliance) to protect platform availability and data integrity.
The directors monitor the Group’s performance against a number of financial and operational key performance indicators. The principal measures are set out below:
KPI FY2025 FY2024 Change
Recurring revenue as % of total 89% 82% +7pp
Average number of employees (FTE) 102 98 +4%
The recurring-revenue proportion measures the quality and scalability of the Group’s revenue, while the average number of employees reflects the Group’s continued investment in product development, customer success and its global go-to-market organisation.
KPI FY2025 FY2024 Change
Recurring revenue as % of total 89% 82% +7pp
Average number of employees (FTE) 102 98 +4%
The recurring-revenue proportion measures the quality and scalability of the Group’s revenue, while the average number of employees reflects the Group’s continued investment in product development, customer success and its global go-to-market organisation.
This report was approved by the board and signed on its behalf.
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ANTAVO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £1,600,141 (2024 - loss £599,216).
No dividends have been paid or declared in the year (2024: £nil).
The directors who served during the year were:
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ANTAVO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ANTAVO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTAVO LIMITED
We have audited the financial statements of Antavo Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes, including a summary of 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).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or the 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.
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ANTAVO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTAVO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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ANTAVO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTAVO LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and knowledge of the Group to identify or recognise non-compliance with applicable laws
and regulations.
• we identified the laws and regulations applicable to the group through discussions with directors and
other management and review of appropriate industry knowledge. Key laws and regulations we identified
during the audit were the UK Companies Act 2006 and tax legislation and UK employment legislation;
∙we assessed the extent of compliance with the laws and regulations identified above by making enquiries
of management and,
of management and,
∙identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.
alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
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ANTAVO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTAVO LIMITED (CONTINUED)
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures as a risk assessment tool to identify any unusual or unexpected
relationships;
• tested journal entries recorded on the Group’s finance system to identify unusual transactions that may
indicate override of controls;
• reviewed key judgements and estimates for any evidence of management bias.
• reviewed the application of accounting policies with focus on those with heightened estimation uncertainty.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
• agreeing financial statement disclosures to underlying supporting documentation and
• enquiring of management to identify actual and potential litigation and claims.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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ANTAVO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTAVO LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Chartered Accountants & Statutory Auditor
Glasgow
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ANTAVO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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ANTAVO LIMITED
REGISTERED NUMBER: 08046168
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 35 form part of these financial statements.
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ANTAVO LIMITED
REGISTERED NUMBER: 08046168
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 35 form part of these financial statements.
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