ACCOUNTS - Final Accounts

Registered number: 09845565

NAVENIO LIMITED

UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2025

NAVENIO LIMITED

REGISTERED NUMBER: 09845565

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	4		399,387		392,388
Tangible assets	5		730		7,645
			400,117		400,033
Current assets
Debtors: amounts falling due within one year	7	140,471		645,299
Cash at bank and in hand	8	155,913		194,559
		296,384		839,858
Creditors: amounts falling due within one year	9	(1,205,346)		(992,943)
Net current liabilities			(908,962)		(153,085)
Total assets less current liabilities			(508,845)		246,948

Net (liabilities)/assets			(508,845)		246,948

Capital and reserves
Called up share capital	11	10,862	10,845
Share premium account		34,590,749	34,588,953
Foreign exchange reserve		170,217	-
Other reserves		1,825,930	1,138,208
Profit and loss account		(37,106,603)	(35,491,058)
		(508,845)	246,948

Page 1

NAVENIO LIMITED

REGISTERED NUMBER: 09845565

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared 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 financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Dr A Trigoni

Director

Date: 24 September 2026

The notes on pages 7 to 18 form part of these financial statements.

Page 2

NAVENIO LIMITED

REGISTERED NUMBER: 09845565

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	4		399,387		392,388
Tangible assets	5		600		7,645
Investments	6		982,719		683,324
			1,382,706		1,083,357
Current assets
Debtors: amounts falling due within one year	7	131,279		629,540
Cash at bank and in hand	8	154,923		192,648
		286,202		822,188
Creditors: amounts falling due within one year	9	(1,155,832)		(760,304)
Net current (liabilities)/assets			(869,630)		61,884
Total assets less current liabilities			513,076		1,145,241


Net assets excluding pension asset			513,076		1,145,241
Net assets			513,076		1,145,241

Capital and reserves
Called up share capital	11	10,862	10,845
Share premium account		34,590,749	34,588,953
Other reserves		1,825,930	1,138,208
Profit and loss account		(35,914,465)	(34,592,765)
		513,076	1,145,241

Page 3

NAVENIO LIMITED

REGISTERED NUMBER: 09845565

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The directors consider that the Company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Dr A Trigoni

Director

Date: 24 September 2026

The notes on pages 7 to 18 form part of these financial statements.

Page 4


		NAVENIO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Foreign exchange reserve	Other reserves	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£	£	£
At 1 January 2024	10,572	34,587,359	-	308,653	(30,384,247)	4,522,337	4,522,337

Loss for the year	-	-	-	-	(5,106,811)	(5,106,811)	(5,106,811)
Shares issued during the year	273	1,594	-	-	-	1,867	1,867
Share based payment charge	-	-	-	829,555	-	829,555	829,555

At 1 January 2025	10,845	34,588,953	-	1,138,208	(35,491,058)	246,948	246,948

Loss for the year	-	-	-	-	(1,615,545)	(1,615,545)	(1,615,545)
Shares issued during the year	17	1,796	-	-	-	1,813	1,813
Share based payment charge	-	-	170,217	337,722	-	507,939	507,939
Advanced subscription fund	-	-	-	350,000	-	350,000	350,000
At 31 December 2025	10,862	34,590,749	170,217	1,825,930	(37,106,603)	(508,845)	(508,845)

The notes on pages 7 to 18 form part of these financial statements.

Page 5

NAVENIO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	10,572	34,587,359	308,653	(29,060,868)	5,845,716

Loss for the year	-	-	-	(5,531,897)	(5,531,897)
Shares issued during the year	273	1,594	-	-	1,867
Share based payment charge	-	-	829,555	-	829,555

At 1 January 2025	10,845	34,588,953	1,138,208	(34,592,765)	1,145,241

Loss for the year	-	-	-	(1,321,700)	(1,321,700)
Shares issued during the year	17	1,796	-	-	1,813
Share based payment charge	-	-	337,722	-	337,722
Advanced subscription	-	-	350,000	-	350,000
At 31 December 2025	10,862	34,590,749	1,825,930	(35,914,465)	513,076

The notes on pages 7 to 18 form part of these financial statements.

Page 6

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Navenio Limited is a private company, limited by share capital and incorporated in England and Wales.

The Company's registered office is London Office, 167-169 Great Portland Street, London, England, W1W 5PF

2.Accounting policies

2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

2.3

Going concern

The directors have reviewed the Group and Company's income statements, sales forecasts and cashflow forecasts prepared by management, covering the period of at least twelve months from the date of approval of these financial statements. After the year end, on 3 March 2026, the Company completed an equity fundraising and recapitalisation raising approximately £948,000 in new cash, and on 18 September 2026 the Company entered into a secured convertible loan facility of £1,400,000 with certain of its existing shareholders. The facility is available in three tranches, drawdown of each being at the discretion of the Company. The directors have satisfied themselves that the facility is committed and that the lenders have confirmed both their intention and their ability to provide the funds.

The forecasts, including sensitivities considered by the directors, indicate that the Group and Company will be able to meet their liabilities as they fall due for at least twelve months from the date of approval of these financial statements.

Accordingly, the directors consider it appropriate for the financial statements to be prepared on a going concern basis.

Page 7

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary 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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue, which excludes value added tax is recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the company and when specific criteria have been met for each of the activities as described below.

Rendering of services

Revenues for software license and services agreements are recognised on a straight line basis over the period of the agreement. Where professional services are provided for development, integration, set up or training, the revenues are recognised on delivery of the professional services.

Resale of goods and services

Revenue from the sale of goods and services provided by third parties are recognised when the Company has transferred the significant risks and rewards of ownership of goods to the buyer or when the services are provided by the third party. Should those services be provided by a third party provider on a time basis then revenue is also recognized on the same time basis.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 8

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Share based payment

The fair value of the share options at the date of grant is determined using the Black-Scholes model. This model uses key assumptions including the risk-free rate, share price and volatility of the share price. The fair value of the options at the date of grant is then charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive 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 and the Group operate and generate income.

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 9

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements	-	over the length of the lease
Plant & machinery	-	33%
Office equipment	-	33%
Computer equipment	-	33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Employees

The average monthly number of employees, including directors, during the year was 15 (2024 - 45).

Page 10

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Intangible assets
	Group and Company

	Patents	Computer software	Total
	£	£	£
Cost
At 1 January 2025	578,636	4,250	582,886
Additions	62,734	-	62,734
At 31 December 2025	641,370	4,250	645,620
Amortisation
At 1 January 2025	187,912	2,586	190,498
Charge for the year on owned assets	55,310	425	55,735
At 31 December 2025	243,222	3,011	246,233
Net book value
At 31 December 2025	398,148	1,239	399,387
At 31 December 2024	390,724	1,664	392,388

All of the Group's intangible fixed assets are held in the Parent company.

Page 11

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.	Tangible fixed assets
	Group

	Leasehold improvements	Plant & machinery	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	75,319	3,257	74,409	349,330	502,315
Additions	-	-	-	1,075	1,075
Disposals	(75,319)	(3,257)	(74,409)	(3,168)	(156,153)
At 31 December 2025	-	-	-	347,237	347,237
Depreciation
At 1 January 2025	75,319	3,257	74,409	341,685	494,670
Charge for the year on owned assets	-	-	-	7,990	7,990
Disposals	(75,319)	(3,257)	(74,409)	(3,168)	(156,153)
At 31 December 2025	-	-	-	346,507	346,507
Net book value
At 31 December 2025	-	-	-	730	730
At 31 December 2024	-	-	-	7,645	7,645

Page 12

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.Tangible fixed assets (continued)

	Company

	Leasehold improvements	Plant & machinery	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	75,319	3,257	74,409	349,330	502,315
Additions	-	-	-	908	908
Disposals	(75,319)	(3,257)	(74,409)	(3,168)	(156,153)
At 31 December 2025	-	-	-	347,070	347,070
Depreciation
At 1 January 2025	75,319	3,257	74,409	341,685	494,670
Charge for the year on owned assets	-	-	-	7,953	7,953
Disposals	(75,319)	(3,257)	(74,409)	(3,168)	(156,153)
At 31 December 2025	-	-	-	346,470	346,470
Net book value
At 31 December 2025	-	-	-	600	600
At 31 December 2024	-	-	-	7,645	7,645

Page 13

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	683,324
	Additions	299,395
	At 31 December 2025	982,719

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Navenio Inc

United States of America

Other infomation technology service activities

Ordinary

100%

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	114,458	232,174	114,458	228,260
Other debtors	-	780	-	780
Prepayments and accrued income	26,013	46,396	16,821	34,551
Tax recoverable	-	365,949	-	365,949
	140,471	645,299	131,279	629,540

Page 14

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	155,913	194,559	154,923	192,648
Less: bank overdrafts	-	(270)	-	-
	155,913	194,289	154,923	192,648

9.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	-	270	-	-
Convertible loans	569,483	-	569,483	-
Trade creditors	66,808	36,831	66,226	35,461
Other taxation and social security	51,586	188,929	51,586	188,929
Other creditors	47,741	-	47,741	-
Accruals and deferred income	469,728	766,913	420,796	535,914
	1,205,346	992,943	1,155,832	760,304

10.	Creditors: Amounts falling due after more than one year

Page 15

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

304,787 (2024 - 303,122) Ordinary shares of £0.01 each	3,048	3,031
414,142 (2024 - 414,142) Series A shares of £0.01 each	4,141	4,141
6,280 (2024 - 6,280) Growth shares of £0.01 each	63	63
10,000 (2024 - 10,000) B Growth shares of £0.01 each	100	100
10,000 (2024 - 10,000) C Growth shares of £0.01 each	100	100
9,000 (2024 - 9,000) D Growth shares of £0.01 each	90	90
305,999 (2024 - 305,999) Series A1 shares of £0.01 each	3,060	3,060
26,000 (2024 - 26,000) E Growth shares of £0.01 each	260	260

	10,862	10,845

During the year, 1,665 Ordinary shares of £0.01 each were issued for a total consideration of £1,813. Employees holding ordinary shares no longer have voting rights if they cease to be employed by the Company. On a distribution of assets on a liquidation or a return of capital where surplus assets are less than £40,000,000, Series A1 and Series A shares receive a preferential return compared with the ordinary shares. Subject to the foregoing, ordinary shares have full voting rights , full dividend rights and full rights in the distribution of capital (including on winding up). Ordinary shares are non-redeemable.

Page 16

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Share-based payments
	The Company operates an EMI share option scheme for staff and an unapproved scheme for employees and consultants not eligible under the EMI scheme. During the year, the options originally granted in 2022 were modified to reduce the exercise price. These options met the criteria to be accounted for as modifications, and therefore only the incremental fair value has been recognised in addition to the charge calculated in the prior year. All share options were calculated using the Black-Scholes Option Pricing Model.

The number and weighted average exercised price of share options during the year are as follows:
	Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	1,137	147,502	1,321	118,908
Granted during the year	-	-	294	44,100
Forfeited during the year	263	(18,880)	150	(14,251)
Exercised during the year	106	(1,815)	150	(1,255)
Outstanding at the end of the year	339	126,807	1,137	147,502

The total expense recognised during the year in respect of share-based payments totalled £337,722 (2024: £829,555).

13.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £76,718 (2024 - £166,646). Contributions totalling £5,461 (2024 - £nil) were payable to the fund at the balance sheet date and are included in creditors.

Page 17

NAVENIO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.

Related party transactions

Entities with control, joint control, or significant influence

Oxford Sciences Enterprises plc, an investor in the Company, invoiced the Company £NIL (2024: £54,000) for fees associated with the recruitment of senior management in the period. There was no balance outstanding at the year end.

The Company paid licence fees to Oxford University Innovation during the year of £28,869 (2024: £75,695). A balance of £nil was outstanding at year end. Oxford University Innovation is connected to the University of Oxford, a shareholder of the Company.

Dr A Trigoni is one of the inventors of the technology under which fees are due and thereby benefits from such royalties paid to Oxford University Innovation. Dr A Trigoni, a part time employee and director of the Company, is also a part time employee of the University.

Oxford University Innovation also provided IP protection services on behalf of the Company charging £16,023 (2024: £nil) for the services provided. A balance of £9,823 (2024: £nil) was outstanding at the year end.

Key management personnel

Key management personnel compensation in the year totalled £177,521 (2024: £337,989). Included in the compensation were non-executive director fees totalling £5,724 (2024: £30,000 paid to M P Moran and A Naim) paid to A Naim.

All transactions were carried out at market value and on an arms' length basis.

15.	Controlling party

The directors believe there is no one ultimate controlling party.

Page 18