1.
General Information
Ad Venturist Ltd
is a private company, limited by shares, incorporated in England & Wales, registered number
16065721
. The registered office is 5th Floor 167-169 Great Portland Street, London, Greater London, W1W 5PF.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and 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 £.
2.2.
Going Concern Disclosure
The directors have prepared the financial statements on a going concern basis.
In making their assessment, the directors have considered the company's forecasts and cash flow projections for a period of at least 12 months from the date of approval of these financial statements, together with the key assumptions underpinning those forecasts.
The forecasts indicate that the company has limited cash headroom during the assessment period and are dependent upon the achievement of forecast revenues, profitability and working capital assumptions. The directors have considered a range of forecast scenarios and sensitivities and note that adverse movements in key assumptions could result in the company requiring additional funding or implementing mitigating actions to meet its liabilities as they fall due.
The directors have identified a number of actions that could be taken to preserve liquidity and manage the company's cost base should trading not perform in line with forecast. The directors continue to monitor the company's financial performance and cash flow requirements closely.
Notwithstanding the above, the directors note that the forecasts are sensitive to changes in key assumptions and that downside scenarios result in reduced liquidity and cash shortfalls during the forecast period. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.
Nevertheless, having considered the forecasts, available mitigating actions and the directors' plans for managing the business, the directors have a reasonable expectation that the company will be able to continue in operational existence and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on the going concern basis.
2.3.
Significant judgements and estimations
Valuation of assets acquired in the business combination
The identification and valuation of intangible assets acquired in the business combination completed during the period (see note 15) required management to exercise judgement in determining the assets acquired, the appropriate valuation approach for each, and key assumptions including expected useful economic lives and future economic benefit.
Management identified separately identifiable intangible assets relating to Platform IP, Data Partner Contracts, Advertiser Relationships, and Business Information and Know-How. These were valued using valuation techniques appropriate to the nature of each asset. The useful economic lives applied (see note 2.6) reflect management's assessment of the period over which each asset is expected to generate economic benefit for the company. Changes to these estimates could affect future amortisation charges and carrying values.
Initial measurement of the loan
The consideration for the business acquisition included a loan which was initially recognised at fair value in accordance with FRS 102. Determining the initial carrying amount required management to exercise judgement in estimating the expected timing of repayment and the appropriate market rate of interest at the acquisition date. The loan is subsequently measured at amortised cost using the effective interest method (see note 10 for more information).
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
2.4.
Turnover
Turnover comprises revenue from the provision of digital advertising services, creative services and introducer fees.
Revenue from advertising services is recognised over time as advertising campaigns are delivered and the related performance obligations are satisfied. Revenue is measured based on the actual campaign spend or other appropriate delivery metrics that reflect the services provided during the period.
Amounts invoiced in advance of service delivery are recognised as deferred income until the related services have been performed. Revenue relating to services provided but not yet invoiced is recognised as accrued income.
Turnover is measured at the fair value of consideration receivable and is stated net of discounts, rebates, value added tax and other sales taxes.
2.5.
Intangible Fixed Assets and Amortisation - Goodwill
Business combinations are accounted for using the purchase method. The cost of a business combination is measured as the fair value of the consideration given at the acquisition date. Identifiable assets and liabilities acquired are recognised separately at their acquisition-date fair values.
Any excess of the cost of the business combination over the fair value of the identifiable net assets acquired is recognised as goodwill. Goodwill is subsequently measured at cost less accumulated amortisation and impairment losses.
Goodwill is amortised on a straight-line basis over its estimated useful economic life of five years.
2.6.
Intangible Fixed Assets and Amortisation - Other Intangible
Intangible assets acquired as part of a business combination are recognised separately from goodwill where they are identifiable and their fair values can be measured reliably. They are initially measured at fair value at the acquisition date and subsequently measured at cost less accumulated amortisation and impairment losses.
Amortisation is charged on a straight-line basis from the acquisition date over the following estimated useful economic lives:
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Platform IP
|
5 years
|
||
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Data Partner Contracts
|
4 years
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||
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Advertiser Relationships
|
2 years
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||
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Business Information and Know-How
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3 years
|
The amortisation charge for the year is included within administrative expenses in the profit and loss account.
2.7.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets over their expected useful lives on the following bases:
| Motor Vehicles |
|
| Computer Equipment |
|
2.8.
Investments
The company holds an investment in Navigator Tech Inc., a corporation incorporated in Delaware, United States.
The investment is held at cost and is included within fixed asset investments at a carrying value of £0.07 at 31 December 2025.
At the reporting date, the company held 100% of the issued common share capital of Navigator Tech Inc. The principal activity of the subsidiary is the development and operation of technology associated with the platform.
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
2.9.
Leasing and Hire Purchase Contracts
Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
2.10.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and represents include cash in hand and deposits held at call with banks.
2.11.
Financial Instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets:
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.
Financial liabilities:
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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 on the basis that payment is due within one year or less.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments:
Equity instruments issued by the company 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 company.
2.12.
Foreign Currencies
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 rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the profit / loss before taxation.
2.13.
Taxation
Tax is recognised in profit or loss except that a charge is attributable to an item of income and expense recognised as other comphrehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
2.14.
Pensions
The company contributes towards a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.15.
Share Based Payments
The company operates an equity-settled share option scheme under the Ad Venturist Ltd Employee Share Option Plan 2025. Options granted under the scheme generally vest over four years, comprising a one-year cliff followed by monthly (or, for certain service providers, quarterly) vesting. The options have a contractual life of ten years.
The fair value of options granted is determined at the grant date using the Black-Scholes option pricing model and is recognised as an employee benefit expense over the vesting period based on the number of awards expected to vest.
Movements in share options
|
Number
|
Weighted average exercise price (£)
|
|
|
Outstanding at 1 January 2025
|
-
|
-
|
|
Granted during the period
|
6,729
|
20.25
|
|
Exercised
|
-
|
-
|
|
Forfeited
|
-
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
-
|
|
Outstanding at 31 December 2025
|
6,729
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> <line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
20.25
|
Valuation assumptions
The weighted average assumptions applied in determining the grant-date fair value of options granted during the period were:
- Share price at grant date: £33.74
- Exercise price: £20.25
- Expected volatility: 11.8%–14.7%
- Risk-free interest rate: 4.0%
During the period, 6,729 options were granted with a weighted average exercise price of £20.25 per option. The total grant-date fair value of awards granted was £80,226. At 31 December 2025, the cumulative share-based payment expense recognised in the profit and loss account amounted to £21,498, with £58,728 remaining to be recognised over the remaining vesting period, subject to vesting conditions being satisfied.
2.16.
Research and Development
In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
2.17.
Impairment of Fixed Assets
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.
3.
Average Number of Employees
Average number of employees, including directors, during the period was: 10
4.
Intangible Assets
| Goodwill | Other | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 7 November 2024 |
|
|
|
| Additions |
|
|
|
| As at 31 December 2025 |
|
|
|
| Amortisation | |||
| As at 7 November 2024 |
|
|
|
| Provided during the period |
|
|
|
| As at 31 December 2025 |
|
|
|
| Net Book Value | |||
| As at 31 December 2025 |
|
|
|
| As at 7 November 2024 |
|
|
|
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
5.
Tangible Assets
| Motor Vehicles | Computer Equipment | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 7 November 2024 |
|
|
|
| Additions |
|
|
|
| As at 31 December 2025 |
|
|
|
| Depreciation | |||
| As at 7 November 2024 |
|
|
|
| Provided during the period |
|
|
|
| As at 31 December 2025 |
|
|
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| Net Book Value | |||
| As at 31 December 2025 |
|
|
|
| As at 7 November 2024 |
|
|
|
6.
Debtors
| 31 December 2025 | |
|---|---|
| £ | |
| Due within one year | |
| Trade debtors |
|
| Prepayments and accrued income |
|
| Other debtors |
|
| Corporation tax recoverable assets |
|
| Amounts owed by subsidiaries |
|
|
|
|
7.
Creditors: Amounts Falling Due Within One Year
| 31 December 2025 | |
|---|---|
| £ | |
| Net obligations under finance lease and hire purchase contracts |
|
| Trade creditors |
|
| Other taxes and social security |
|
| VAT |
|
| Other creditors |
|
| Accruals and deferred income |
|
| Directors' loan accounts |
|
|
|
|
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
8.
Creditors: Amounts Falling Due After More Than One Year
| 31 December 2025 | |
|---|---|
| £ | |
| Net obligations under finance lease and hire purchase contracts |
|
| Loans (>1 year) |
|
|
|
|
The loan was issued as consideration for a business acquisition completed during the period. The liability was initially recognised at fair value and is subsequently measured at amortised cost using the effective interest method.
The loan is contractually repayable more than one year after the reporting date and has therefore been classified as a non-current liability. The company may repay the loan earlier at its discretion.
9.
Loans
An analysis of the maturity of loans is given below:
| 31 December 2025 | |
|---|---|
| £ | |
| Amounts falling due between one and five years: | |
| Other loans |
|
The movement in the loan liability during the year was:
|
£
|
|
|
Initial carrying value at 12 March 2025
|
1,300,176
|
|
Effective-interest charge for the year
|
104,113
|
|
Carrying value at 31 December 2025
|
1,404,289
|
The loan has a contractual settlement value of £1,500,000 and was initially recognised at present value, reflecting the financing element of the arrangement. The liability is subsequently measured at amortised cost using the effective interest method.
The loan is contractually repayable on 12 March 2030 and has therefore been classified as a non-current liability. The Company has the option to repay the loan earlier.
10.
Obligations Under Finance Leases and Hire Purchase
| 31 December 2025 | |
|---|---|
| £ | |
| The future minimum finance lease payments are as follows: | |
| Not later than one year |
|
| Later than one year and not later than five years |
|
|
|
|
|
|
|
Finance lease payments represent rentals payable by the company for motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets.
The finance lease is secured against the asset to which it relates to.
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
11.
Deferred Taxation
At 31 December 2025, the company had a potential net deferred tax asset of approximately £3,313 arising from temporary differences associated with the acquired assets.
The deferred tax asset has not been recognised because, at the reporting date, it was not considered sufficiently probable that future taxable profits would be available against which the asset could be utilised.
13.
Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as follows:
| 31 December 2025 | |
|---|---|
| £ | |
| Not later than one year |
|
|
|
|
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
14.
Controlling Parties
The directors consider Stephen Christopher Rowbotham, who is also a director of the Company, to be the Company’s ultimate controlling party by virtue of his holding of more than 50% of the Company’s shares and voting rights.
15.
Additional Notes
Business combination
On 12 March 2025, the company completed the acquisition of a digital advertising technology business. The acquisition has been accounted for using the acquisition method in accordance with FRS 102.
The consideration was satisfied through the issue of a loan with a contractual settlement value of £1,500,000. As the loan contained a significant financing element, it was initially recognised at its present value of £1,300,176.
The acquisition-date fair values of the assets acquired were:
|
£
|
|
|
Platform IP
|
819,000
|
|
Data Partner Contracts
|
188,861
|
|
Advertiser Relationships
|
40,000
|
|
Business Information and Know-How
|
244,000
|
|
Tangible assets
|
1,350
|
|
Total identifiable assets
|
1,293,211
|
|
Goodwill arising on acquisition
|
6,965
|
|
Fair value of consideration
|
1,300,176
|
No contingent consideration was payable in connection with the acquisition.
No other material assets, liabilities or contingent liabilities were recognised as part of the acquisition, and no material directly attributable acquisition costs were included in the cost of the business combination.
Goodwill represents the residual value of the acquired business after separately recognising the identifiable assets acquired. It principally represents the expected benefits arising from future growth opportunities, synergies and other business benefits that did not meet the criteria for separate recognition.
The acquired intangible assets and goodwill have been amortised from the acquisition date. Amortisation and depreciation charged for the period from 12 March 2025 to 31 December 2025 amounted to £253,936.
Impairment review
At 31 December 2025, management considered the acquired assets for indicators of impairment. The recoverable amount of the acquired business was assessed by reference to value in use using management’s forecasts.
The calculation used a pre-tax discount rate of 15% and a long-term growth rate of 2%. The estimated recoverable amount exceeded the carrying value of the cash-generating unit and consequently no impairment loss has been recognised.
The impairment calculation is sensitive to the future trading performance of the acquired business, including revenue growth, profitability and the timing of the forecast transition to positive earnings.
Ad Venturist Ltd
Notes to the Financial Statements (continued)
For the Period 7 November 2024 to 31 December 2025
16.
Audit Information
The auditor's report on the accounts of
Ad Venturist Ltd
for the period ended 31 December 2025 was unmodified.
The auditor's report included a section entitled “Material uncertainty related to going concern”, which stated:
“We draw attention to Note 2.2 in the financial statements, which indicates that the Company's forecasts show limited cash headroom and are sensitive to changes in key assumptions. As described in Note 2.2, downside scenarios considered by management result in cash shortfalls during the going concern assessment period. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.”
The auditor's report was signed by
Paul Fagan FCCA
(Senior Statutory Auditor)
for and on behalf of
Craufurd Hale Audit Services Ltd
, Statutory Auditor.
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C/O Wilson Partners
TOR, Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN
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