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REGISTERED NUMBER: 07850609 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2023

for

Avensure Limited

Avensure Limited (Registered number: 07850609)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 7

Statement of Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Cash Flow Statement 14

Notes to the Financial Statements 15


Avensure Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: C Garner
A Hennessy





REGISTERED OFFICE: 4th Floor
St John's House
2-10 Queen Street
Manchester
M2 5JB





REGISTERED NUMBER: 07850609 (England and Wales)





AUDITORS: Xeinadin Audit Limited
Riverside House
Kings Reach Businss Park
Yew Street
Stockport
Cheshire
SK4 2HD

Avensure Limited (Registered number: 07850609)

Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

REVIEW OF BUSINESS
As reported in the profit and loss account, the Company achieved turnover of £13,930,256 (2022: £11,380,585) and recorded profit before taxation of £4,039,816 (2022: £2,880,334 ). The Company achieved earnings before depreciation, interest and tax of £4,420,544 (2022 £3,215,916) a return of 32% on turnover, up from 28% the previous year. This is an excellent achievement which shows continued success in it's operating methods, management's actions and responses to the challenging environment which continues due to the Coronavirus 19 pandemic & the economic climate.

The Company continues to grow steadily with increases in new and renewal clients whilst maintaining excellent
standards of service and high levels of client satisfaction. The directors are confident that the company will continue to grow in the coming year. The Company maintains its commitment to the ongoing investment in staff, operational improvements, technology and software development.

PRINCIPAL RISKS AND UNCERTAINTIES
To maintain its planned levels of growth the Company must continue to both attract new business as well as renew the contracts of its existing client base. The directors remain confident that its client retention rates and new sales performance will maintain this growth moving forward.

To service the Company's growing client base requires continued recruitment and development of qualified advisors and consultants. The Company are dedicated to remaining an outstanding employer and continuing to attract high quality staff.

The Company is confident of meeting the challenges of attracting new business because of the size of the market, the ever increasing regulatory burden on small and medium sized businesses, the ongoing development of new routes to market, and the development of its service. New staff will continue to be recruited to match the growth of the business, and to deliver the excellent standards of service the Company aspires to as demonstrated by its ISO accreditation through The British Assessment Bureau.

Legislative changes continue to have a significant impact on the Company, requiring updates to client information and the need to ensure that all company staff maintain their comprehensive knowledge of the regulations that could affect clients.

The Board reviews the Company's liquidity risks annually and on an ad hoc basis as required. The Board considers short term requirement against available sources of funding taking into account forecast cash flow and manages liquidity risk by maintaining access to a number of sources of funding which are sufficient to meet anticipated funding requirements.

Credit risk is managed through rigorous credit control processes and ongoing monitoring of trade debtors to identify any bad debt and minimise the impact of such exposures. Risk is further mitigated by the high level of customers paying by direct debit or standing order.

The trade debtors presented in the balance sheet are stated net of provision for doubtful debts. Provision is made where the directors consider there to be a risk that the full amount of the outstanding receivable balance will not be recoverable.

KEY PERFORMANCE INDICATORS
Key performance indicators are monitored on a regular basis and these include turnover, gross profit, earnings before interest, tax and depreciation, new and renewed business, and customer service.

The Company achieved turnover of £13,930,256 (2022:£11,380,585), an increase of 22%, and recorded profit before taxation of £4,039,816 (2022: £2,880,334), an increase of 40%, due to an increase in turnover and cost savings in the year. The Company achieved earnings before depreciation, interest and tax of £4,420,544 (2022 £3,215,916) a return of 32% on turnover, up from 28% the previous year.

The Company has net assets of £8,106,284 (2022: £4,829,647) and the cash balances have increased over the year to £2,638,888 (2022: £1,361,811).


Avensure Limited (Registered number: 07850609)

Strategic Report
for the Year Ended 31 December 2023

OUR PEOPLE
The Company maintains the belief that its people are key to the long term success of the business. The Company has continued to invest in training and development in order to grow and improve the business.

ON BEHALF OF THE BOARD:





C Garner - Director


19 September 2024

Avensure Limited (Registered number: 07850609)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the provision of HR/Employment Law and Health and Safety Services.

DIVIDENDS
No interim dividends were paid during the year ended 31 December 2023.

The total distribution of dividends for the year ended 31 December 2023 will be £Nil. (2022 £40,540).

RESEARCH AND DEVELOPMENT
During the year the Company invested in various research and development projects including the development of bespoke software to improve the management of the service provided to clients. The Company also reviewed its research and development activities in order to submit a claim to HMRC for Research & Development tax relief (Part 13, CTA 2009).

FUTURE DEVELOPMENTS
The Company is continuing with its strategy of responsible growth, expanding the routes to market, maintaining its high levels of customer service, recruitment of high quality staff and developing the IT software and platforms used by the Company and its clients and partners.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

C Garner
A Hennessy

Other changes in directors holding office are as follows:

D Garner FCA ceased to be a director after 31 December 2023 but prior to the date of this report.

FINANCIAL INSTRUMENTS
The Company does not actively use financial instruments as part of its financial risk management.

POLITICAL DONATIONS AND EXPENDITURE
The Company made no political contributions during the year (2022: £nil).

UNRECOGNISED BALANCES ON CONTRACTS
At the balance sheet date the value to the Company of the unrecognised element of the long term contracts written by the Company was £22,706,273 (2022: £18,003,034). In line with recognised accounting policies this value has not been reflected in the financial statements.


Avensure Limited (Registered number: 07850609)

Report of the Directors
for the Year Ended 31 December 2023

GOING CONCERN
The Company's business activities, together with the factors likely to affect its future development and position are set out above in the Strategic Report..

The Company closely monitors its funding position throughout the year, including monitoring its performance against its covenants and its facilities against its operational funding requirement.

Budgets are produced annually and flexed budgets are prepared as required during the year to allow management of any business risks including liquidity risks. Using this information the Board are satisfied that they have a reasonable basis upon which to conclude that the Company is able to continue as a going concern for at least 12 months from the date of the financial statements.

Based on their assessment of the Company's financial position, the Board believe that the Company will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

DISABLED EMPLOYEES
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitude of the applicant concerned. In the event of employees becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate and relevant training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to taking its corporate social responsibly seriously, and its Corporate Social Responsibility Committee meets regularly and implements initiatives that benefit the local community.The Company has achieved the Carbon Saver Gold for reducing its carbon emissions which shows its commitment to the environment. As the Company grows it is constantly looking for way to improve efficiencies. The Company continues to maintain the ISO9001 standards from The British Assessment Bureau, to ensure a high level of customer and stakeholder satisfaction and the ISO27001 standards, to ensure a high level of cyber and information security.

EMPLOYEE INVOLVEMENT
Staff at all levels are kept fully informed of matters that affect the progress of the Company and which are of interest to them as employees, subject to the constraints of commercial confidentiality. The Company is proud of its Investor in People Accreditation; Gold, which it has held for five years running.The Company undertakes regular employee engagement including questionnaires and forums.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Avensure Limited (Registered number: 07850609)

Report of the Directors
for the Year Ended 31 December 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





C Garner - Director


19 September 2024

Report of the Independent Auditors to the Members of
Avensure Limited

Opinion
We have audited the financial statements of Avensure Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Financial Statements, 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).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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.

Conclusions relating to going concern
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 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Avensure Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Avensure Limited


Auditors' responsibilities for the audit of the financial statements
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 a Report of the Auditors 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 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the HR and Health and Safety advisory sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; 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.

We assessed the susceptibility of the company'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.

To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

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;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
Avensure Limited


Use of our report
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 a Report of the Auditors 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.




Nichola Coles (Senior Statutory Auditor)
for and on behalf of Xeinadin Audit Limited
Riverside House
Kings Reach Businss Park
Yew Street
Stockport
Cheshire
SK4 2HD

19 September 2024

Avensure Limited (Registered number: 07850609)

Statement of Comprehensive
Income
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

TURNOVER 4 13,930,256 11,380,585

Cost of sales 6,773,041 5,742,347
GROSS PROFIT 7,157,215 5,638,238

Administrative expenses 3,133,188 2,723,938
4,024,027 2,914,300

Other operating income 89,606 139,297
OPERATING PROFIT 6 4,113,633 3,053,597

Interest receivable and similar income 33,608 525
4,147,241 3,054,122

Interest payable and similar expenses 7 107,425 173,788
PROFIT BEFORE TAXATION 4,039,816 2,880,334

Tax on profit 8 763,179 408,569
PROFIT FOR THE FINANCIAL YEAR 3,276,637 2,471,765

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

3,276,637

2,471,765

Avensure Limited (Registered number: 07850609)

Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 768,953 529,822
Tangible assets 11 195,321 251,876
964,274 781,698

CURRENT ASSETS
Debtors 12 7,805,555 7,075,980
Cash at bank and in hand 2,638,888 1,361,811
10,444,443 8,437,791
CREDITORS
Amounts falling due within one year 13 3,257,358 3,173,570
NET CURRENT ASSETS 7,187,085 5,264,221
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,151,359

6,045,919

CREDITORS
Amounts falling due after more than one
year

14

(30,568

)

(1,216,272

)

PROVISIONS FOR LIABILITIES 18 (14,507 ) -
NET ASSETS 8,106,284 4,829,647

CAPITAL AND RESERVES
Called up share capital 19 41,430 41,430
Capital redemption reserve 1,772,100 1,772,100
Retained earnings 6,292,754 3,016,117
SHAREHOLDERS' FUNDS 8,106,284 4,829,647

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 19 September 2024 and were signed on its behalf by:





C Garner - Director


Avensure Limited (Registered number: 07850609)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2022 1,222,830 2,356,992 - 3,579,822

Changes in equity
Profit for the year - 2,471,765 - 2,471,765
Total comprehensive income - 2,471,765 - 2,471,765
Dividends - (40,540 ) - (40,540 )
Redemption of shares (1,181,400 ) - - (1,181,400 )
Share buy back - (1,772,100 ) 1,772,100 -
Balance at 31 December 2022 41,430 3,016,117 1,772,100 4,829,647

Changes in equity
Profit for the year - 3,276,637 - 3,276,637
Total comprehensive income - 3,276,637 - 3,276,637
Balance at 31 December 2023 41,430 6,292,754 1,772,100 8,106,284

Avensure Limited (Registered number: 07850609)

Cash Flow Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 24 3,794,340 2,634,917
Interest paid (579,821 ) (524,552 )
Interest element of finance lease payments
paid

(9,618

)

(6,062

)
Tax paid (423,118 ) (250,011 )
Net cash from operating activities 2,781,783 1,854,292

Cash flows from investing activities
Purchase of intangible fixed assets (416,544 ) (394,237 )
Purchase of tangible fixed assets (39,334 ) (32,609 )
Interest received 33,608 525
Net cash from investing activities (422,270 ) (426,321 )

Cash flows from financing activities
Loan repayments in year (107,659 ) (114,408 )
Capital repayments in year (71,089 ) (32,617 )
Amount withdrawn by directors (863,148 ) (384,879 )
Share buyback - (1,772,100 )
Equity dividends paid (40,540 ) (88,605 )
Net cash from financing activities (1,082,436 ) (2,392,609 )

Increase/(decrease) in cash and cash equivalents 1,277,077 (964,638 )
Cash and cash equivalents at beginning of
year

25

1,361,811

2,326,449

Cash and cash equivalents at end of year 25 2,638,888 1,361,811

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Avensure Limited is a private company, limited by shares, registered in England and Wales, registration number 07850609. The address of the registered office and principal place of business is 4th Floor, St John's House, 2 - 10 Queen Street, Manchester, M2 5JB.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Revenue recognition
The company provides a range of products and services.

For contractual agreements with terms of multiple years the revenue arising from the provision of services is measured by reference to the contract term and the expected phasing of the time spent in the provision of the component services within these contracts. Provision is made for losses.

For any ad-hoc or non-contractual revenue this is recognised at the point the products or services are to the provided to the customer.

Revenue is stated excluding value added tax.

To the extent that invoices are raised to a different pattern than the revenue recognition based on service delivery as described above, appropriate adjustment are made through accrued and deferred income to account for this. On this basis the accrued income is classified as 'Amounts Recognised on Contracts' in the balance sheet.

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.

Software development costs - These are amounts capitalised in relation to the development of online platforms and are amortised through the profit and loss account over the Directors estimate of its useful economic life, which is 5 years.

Website development costs - These are costs incurred in the development of the company's websites which have been capitalised and are amortised through the profit and loss account over the Directors estimate of its useful economic life, which is 3 years.

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to leasehold property - 20% on cost
Fixtures and fittings - 20% on cost
Computer equipment - 20% on cost

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment.

At each reporting date, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that any items of property, plant and equipment have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Research and development
Expenditure on research and development is either written off in the year in which it is incurred or capitalised as an intangible asset depending on the nature of the cost incurred..

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 for the development phase and of a project if and only if certain specific criteria are met to demonstrate the asset will generate probable future economic benefits and that its costs can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives.

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.

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets that are held by the Company under leases which transfer to the Company substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the company are classified as operating leases.

Assets held under finance leases are initially recognised as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statements of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability, finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Company's policy on borrowing costs . Contingent rentals are recognised as expenses in the periods in which they are incurred.

Operating lease payments are recognised as an expense on straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Trade and other debtors
Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies below, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Intangible & tangible fixed assets
Intangible fixed assets are amortised and tangible fixed assets are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Revenue recognition
Revenue arises from the provision of services under contractual agreements typically ranging from one to five years, and services provided on an ad-hoc basis. The company accounts for revenue with reference to the duration of the contracts and the expected phasing of time spent in the provision of the component services within these contracts. In deciding on the expected phasing of time spent in the provision of the component services, the Directors make judgements, estimates and assumptions based on experience and other factors annually.

Accrued income arises where revenue is recognised ahead of the invoicing profile, which in the majority of case occurs evenly over the contractual term.

Amounts recognised under contracts
This represents the difference between invoiced sales and work carried out for which revenue must be recognised in line with FRS 102 revenue recognition rules. The balance includes a provision to the extent that customers fail to meet their contractual obligations. The estimate used in the calculation for the provision for contract cancellation is an area where significant judgement has been made.

Bad debt provision
An area where a significant judgement has been made is the bad debt provision which amounts to £793,884 (2022: £595,300) in the year.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.23 31.12.22
£    £   
HR/Health & Safety Services 13,027,151 11,037,902
Other Services 903,105 342,683
13,930,256 11,380,585

An analysis of turnover by geographical market is given below:

31.12.23 31.12.22
£    £   
United Kingdom 13,930,256 11,380,585
13,930,256 11,380,585

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

5. EMPLOYEES AND DIRECTORS
31.12.23 31.12.22
£    £   
Wages and salaries 5,420,416 4,478,723
Social security costs 640,982 536,547
Other pension costs 80,371 69,185
6,141,769 5,084,455

The average number of employees during the year was as follows:
31.12.23 31.12.22

Sales 41 37
Administration 27 20
Consultants 47 45
115 102

31.12.23 31.12.22
£    £   
Directors' remuneration 804,551 702,087
Directors' pension contributions to money purchase schemes 1,321 1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director is as follows:
31.12.23 31.12.22
£    £   
Emoluments etc 447,750 386,724

6. OPERATING PROFIT

The operating profit is stated after charging:

31.12.23 31.12.22
£    £   
Other operating leases 227,940 343,752
Depreciation - owned assets 28,437 37,270
Depreciation - assets on finance leases 67,452 22,593
Loss on disposal of fixed assets - 3,610
Software development costs amortisation 176,484 95,430
Website development costs amortisation 929 2,890
Auditors' remuneration 15,927 13,150

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.23 31.12.22
£    £   
Bank loan interest 70,653 44,522
Interest on tax liabilities 172 30
Directors' loan interest 26,982 123,174
Leasing 9,618 6,062
107,425 173,788

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax 755,767 419,712
Tax re prior years (88,334 ) (79,310 )
Total current tax 667,433 340,402

Deferred tax 95,746 68,167
Tax on profit 763,179 408,569

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.23 31.12.22
£    £   
Profit before tax 4,039,816 2,880,334
Profit multiplied by the standard rate of corporation tax in the UK of
23.520% (2022 - 19%)

950,165

547,263

Effects of:
Expenses not deductible for tax purposes 3,458 6,830
Adjustments to tax charge in respect of previous periods (88,334 ) (79,310 )
Research and development tax credit (86,737 ) (67,626 )
Ineligible depreciation 7,651 4,231
Allowable depreciation (3,531 ) (960 )
Capital allowances super deduction (184 ) (1,859 )
Change in tax rate (19,309 ) -
Total tax charge 763,179 408,569

In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25%. This new law was substantively enacted on 24 May 2021. Deferred tax balances have been remeasured to either 19% or 25% depending on when the Directors expect these timing differences to reverse. The impact of the change in tax rate has been recognised in tax expense in profit or loss, except to the extent that it relates to items previously recognised outside profit or loss.

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

9. DIVIDENDS
31.12.23 31.12.22
£    £   
A Ordinary shares of 99p each
Final - 40,540

10. INTANGIBLE FIXED ASSETS
Software Website
development development
costs costs Totals
£    £    £   
COST
At 1 January 2023 783,000 108,715 891,715
Additions 413,294 3,250 416,544
At 31 December 2023 1,196,294 111,965 1,308,259
AMORTISATION
At 1 January 2023 254,718 107,175 361,893
Amortisation for year 176,484 929 177,413
At 31 December 2023 431,202 108,104 539,306
NET BOOK VALUE
At 31 December 2023 765,092 3,861 768,953
At 31 December 2022 528,282 1,540 529,822

11. TANGIBLE FIXED ASSETS
Improvements
to Fixtures
leasehold and Computer
property fittings equipment Totals
£    £    £    £   
COST
At 1 January 2023 98,569 84,248 169,584 352,401
Additions - 3,199 36,135 39,334
At 31 December 2023 98,569 87,447 205,719 391,735
DEPRECIATION
At 1 January 2023 10,952 12,676 76,897 100,525
Charge for year 32,528 26,629 36,732 95,889
At 31 December 2023 43,480 39,305 113,629 196,414
NET BOOK VALUE
At 31 December 2023 55,089 48,142 92,090 195,321
At 31 December 2022 87,617 71,572 92,687 251,876

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

11. TANGIBLE FIXED ASSETS - continued

Fixed assets, included in the above, which are held under finance leases are as follows:
Improvements
to Fixtures
leasehold and Computer
property fittings equipment Totals
£    £    £    £   
COST
At 1 January 2023
and 31 December 2023 98,569 77,613 28,217 204,399
DEPRECIATION
At 1 January 2023 10,952 8,537 3,104 22,593
Charge for year 32,528 25,613 9,311 67,452
At 31 December 2023 43,480 34,150 12,415 90,045
NET BOOK VALUE
At 31 December 2023 55,089 43,463 15,802 114,354
At 31 December 2022 87,617 69,076 25,113 181,806

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade debtors 337,987 198,986
Amounts recognised on
contracts 7,039,210 6,455,654
Other debtors 11,280 -
Deferred tax asset - 81,239
Prepayments and accrued income 417,078 340,101
7,805,555 7,075,980

Deferred tax asset
31.12.22
£   
Accelerated capital allowances (13,176 )
Other timing differences 94,415
81,239

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Bank loans and overdrafts (see note 15) 877,190 108,584
Finance leases (see note 16) 71,088 71,093
Trade creditors 300,329 351,283
Tax 666,200 421,885
Social security and other taxes 212,604 161,349
VAT 595,367 455,931
Other creditors 28,882 71,633
Accrued dividend - 40,540
Directors' current accounts 157 624,950
Accrued expenses 505,541 866,322
3,257,358 3,173,570

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.23 31.12.22
£    £   
Bank loans (see note 15) - 876,265
Finance leases (see note 16) 29,605 100,689
Directors' loan accounts 963 239,318
30,568 1,216,272

15. LOANS

An analysis of the maturity of loans is given below:

31.12.23 31.12.22
£    £   
Amounts falling due within one year or on demand:
Bank loans 877,190 108,584

Amounts falling due between one and two years:
Bank loans - 1-2 years - 115,828

Amounts falling due between two and five years:
Bank loans - 2-5 years - 760,437

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Finance leases
31.12.23 31.12.22
£    £   
Net obligations repayable:
Within one year 71,088 71,093
Between one and five years 29,605 100,689
100,693 171,782

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

16. LEASING AGREEMENTS - continued

Non-cancellable operating leases
31.12.23 31.12.22
£    £   
Within one year 166,761 204,550
Between one and five years 289,918 355,563
In more than five years - 11,480
456,679 571,593

17. SECURED DEBTS

The following secured debts are included within creditors:

31.12.23 31.12.22
£    £   
Bank loans 877,190 984,849
Finance leases 100,693 171,782
Directors Loans - 864,268
977,883 2,020,899

The bank loan is secured by a Debenture and a Legal Charge. The Debenture consists of fixed and floating charges over the property or undertaking of the Company.The Legal Charge consists of a charge over Flat 5, 2-4 Ovington Square, London.

Finance leases are secured on the assets leased.

The Directors Loans were secured by Debentures. The Debentures consisted of fixed and floating charges over the property or undertakings of the Company. These were released on 15 December 2023.

18. PROVISIONS FOR LIABILITIES
31.12.23
£   
Deferred tax
Accelerated capital allowances (79,908 )
Other timing differences 94,415
14,507

Deferred
tax
£   
Balance at 1 January 2023 (81,239 )
Provided during year 95,746
Balance at 31 December 2023 14,507

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

19. CALLED UP SHARE CAPITAL

Allotted,issued and fully paid:

Number: Class: Nominal Value: 31.12.23 31.12.22

20,000 B Ordinary £1 20,000 20,000
1,790,000 A Ordinary £0.99 - -
3,530 C Ordinary £1 3,530 3,530
1,790,000 D Ordinary £0.01 17,900 17,900
41,430 41,430

On 17 June 2022 the Company undertook a share buy back and purchased the A Ordinary shares at par for £1,772,100.

On 18 October 2018 the A Ordinary Shares of £1 each were sub-divided into A and D Ordinary Shares of £0.99 and £0.01 respectively. The A Ordinary Shares were deemed to be preference shares under FRS 102 and, in line with ICAEW guidance, the debt and equity elements of these shares were valued and classified between debt and equity respectively in the accounts (see above and note 18). Had the shares remained as equity then the share capital as at 31 December 2021 would have been £1,813,530 and the net assets of the Company as at 31 December 2021 would have been shown as £4,170,522.

3,530 C Ordinary shares of £1 each were allotted and fully paid for cash at par on 18 October 2018.

The B Ordinary Shares have attached to them a right to receive 85% of distributable profits as dividends following allocation of any dividends paid on the A Ordinary Shares and D Ordinary Shares. They have full voting rights. They have the right to participate in distributions as respects capital (including on a winding up)'which is calculated at 82.5% of the balance of the realisation value after payment of the nominal value of the A Ordinary Shares and any amounts due on the D Ordinary Shares.

The A Ordinary Shares have attached to them the right to a fixed annual preferential dividend of 5% of their nominal value. They are entitled to the return of the nominal value of the shares and any unpaid accrued dividends on a winding up or sale.

The C Ordinary Shares have attached to them a right to receive 15% of distributable profits as dividends following allocation of any dividends paid on the A Ordinary Shares and D Ordinary Shares. They have full voting rights. They have the right to participate in distributions as respects capital (including on a winding up)'which is calculated at 17.5% of the balance of the realisation value after payment of the nominal value of the A Ordinary Shares and any amounts due on the D Ordinary Shares.

The D Ordinary Shares have attached to them the right to a preferential dividend (after payment of the fixed preferential dividend payable on the A Ordinary Shares) of 10% of the total dividends declared (less the amount of the fixed preferential dividend paid on the A Ordinary Shares). They have full voting rights (10%). They have a preferred right to participate in distributions as respects capital (including on a winding up), which includes the return of their nominal value and the payment of 10% of the gross realisation value (before payment of any amounts payable on the C Ordinary Shares and the B Ordinary Shares).

The rights of all the shares are more particularly set out in the Articles of Association.

20. PENSION COMMITMENTS

The Company contributes to a defined contribution pension scheme. The assets of the scheme are held separately form 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 £80,371 (2022:£69,185). Contributions totalling £18,695 (2022:£14,906) were payable to the fund at the reporting date and are included in creditors.

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

21. RELATED PARTY DISCLOSURES

C Garner

At 31 December 2023 the company owed £1,120 (2022 £626,3174) to C Garner.

The loan was secured by a Debenture. The Debenture consisted of fixed and floating charges over the property or undertaking of the Company.The Debenture was released on 15 December 2023.

The loan is subject to interest at a rate of 8%.. During the year interest accrued of £9,080 (2022 £70,275).Repayments of interest of £489,186 have been made in the year.

During the year capital repayments were made of £625,054 (2022 £375,183).

D & S Garner

At 31 December 2023 the company owed £Nil (2022 £238,094 ) to D & S Garner.

The loan was secured by a Debenture. The Debenture consisted of fixed and floating charges over the property or undertaking of the Company.The Debenture was released on 15 December 2023.

The loan is subject to interest at a rate of 8%. During the year interest was paid of £17,842 (2022 £379,711) and accrued of £17,842 (2022 £19,432).

During the year capital repayments were made of £238,094 (2022 £9,696).

Financial & Legal Insurance Company Limited

At 31 December 2023 the company owed £(20,255) (2022 £47,811) to Financial & Legal Insurance Company Limited,a company in which a Person of Significant Control has an interest. Charges were made to the company of 258,969 (2022 £220,062) and a profit share was made of £89,585 (2022 £121,488)

The balance is interest free and repayable on demand.

22. POST BALANCE SHEET EVENTS

On 27 June 2024 the Company undertook a share buy back and purchased the D Ordinary shares for £2,000,000. The Dshares were purchased out of reserves with the nominal value of £17,900 being transferred to the Capital Redemption reserve. The effect of the share buy back was a reduction in reserves of £1,982,100. The buy back was funded by a bank loan of £1,200,000 with the remaining amount coming from cash balances.

Following the year end on 8 June 2024, the Company entered into a new loan agreement with Barclays Bank Plc, which was drawn on 27 June 2024. The £1,200,000 principal of the loan incurs interest at a rate of 5.5% over Bank of England base rate. The loan is repayable over 48 instalments of £25,000 payable on the Charging Dates. Management have considered this undertaking within their assessment of the company as a going concern. The bank loan is secured by a Debenture dated 12 April 2024 which contains a fixed and floating charge over the property and undertaking of the company. The charge also contains a negative pledge.

23. ULTIMATE CONTROLLING PARTY

The controlling party is C Garner.

Avensure Limited (Registered number: 07850609)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

24. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
31.12.23 31.12.22
£    £   
Profit before taxation 4,039,816 2,880,334
Depreciation charges 273,302 158,182
Loss on disposal of fixed assets - 3,610
Finance costs 107,425 173,788
Finance income (33,608 ) (525 )
4,386,935 3,215,389
Increase in trade and other debtors (810,814 ) (537,193 )
Increase/(decrease) in trade and other creditors 218,219 (43,279 )
Cash generated from operations 3,794,340 2,634,917

25. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 2,638,888 1,361,811
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 1,361,811 2,326,449


26. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 1,361,811 1,277,077 2,638,888
1,361,811 1,277,077 2,638,888
Debt
Finance leases (171,782 ) 71,089 (100,693 )
Debts falling due within 1 year (108,584 ) (768,606 ) (877,190 )
Debts falling due after 1 year (876,265 ) 876,265 -
(1,156,631 ) 178,748 (977,883 )
Total 205,180 1,455,825 1,661,005

27. UNRECOGNISED BALANCE ON CONTRACTS

At the balance sheet date the value to the Company of the unrecognised element of the long term contracts written by the Company was £22,706,273 (2022: £18,003,034). In line with recognised accounting policies this value has not been reflected in the financial statements.