Aventur Group Ltd 31/12/2024 iXBRL

Company registration number: 13099489

(England and Wales)

Aventur Group Ltd

Unaudited filleted financial statements

for the year ended

31 December 2024

Aventur Group Ltd

Contents

Directors and other information

Accountants report

Statement of financial position

Statement of changes in equity

Notes to the financial statements

Aventur Group Ltd

Directors and other information


	Directors	Mr S Body
		Mr T Young


	Company number	13099489


	Registered office	The Broadgate Tower
		20 Primrose Street
		London
		EC2A 2EW


	Accountants	Griffin Chapman
		4 & 5 The Cedars, Apex 12
		Old Ipswich Road
		Colchester
		Essex
		CO7 7QR

Aventur Group Ltd

Chartered accountants report to the board of directors on the preparation of the

unaudited statutory financial statements of Aventur Group Ltd

Year ended 31 December 2024

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Aventur Group Ltd for the year ended 31 December 2024 which comprise the statement of financial position, statement of changes in equity and related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at http://www.icaew.com /en/members/regulations-standards-and-guidance/.

This report is made solely to the board of directors of Aventur Group Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Aventur Group Ltd and state those matters that we have agreed to state to the board of directors of Aventur Group Ltd as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Aventur Group Ltd and its board of directors as a body for our work or for this report.

It is your duty to ensure that Aventur Group Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Aventur Group Ltd. You consider that Aventur Group Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Aventur Group Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Griffin Chapman

Chartered Accountants

4 & 5 The Cedars, Apex 12

Old Ipswich Road

Colchester

Essex

CO7 7QR

31 March 2025

Aventur Group Ltd

Statement of financial position

31 December 2024

		2024		2023
	Note	£	£	£	£

Fixed assets
Intangible assets	5	558,610		502,629
Tangible assets	6	5,959		4,744
Investments	7	1,842,423		1,757,762
		_______		_______
			2,406,992		2,265,135

Current assets
Debtors	8	29,600		37,565
Cash at bank and in hand		120,669		205,169
		_______		_______
		150,269		242,734
Creditors: amounts falling due
within one year	9	( 1,228,444)		( 871,337)
		_______		_______
Net current liabilities			( 1,078,175)		( 628,603)
			_______		_______
Total assets less current liabilities			1,328,817		1,636,532

Creditors: amounts falling due
after more than one year	10		( 981,776)		( 1,268,167)
			_______		_______
Net assets			347,041		368,365
			_______		_______

Capital and reserves
Called up share capital	12		1,088		1,079
Share premium account	13		1,032,173		917,187
Share option reserve	13		506,461		-
Profit and loss account	13		( 1,192,681)		( 549,901)
			_______		_______
Shareholders funds			347,041		368,365
			_______		_______

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;

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

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 12 March 2025 , and are signed on behalf of the board by:

Mr S Body Mr T Young

Director Director

Company registration number: 13099489

Aventur Group Ltd

Statement of changes in equity

Year ended 31 December 2024

	Called up share capital	Share premium account	Share option reserve	Profit and loss account	Total
	£	£	£	£	£


At 1 January 2023	1,016	149,889	-	( 526,425)	( 375,520)

Loss for the year				( 23,476)	( 23,476)
	_______	_______	_______	_______	_______
Total comprehensive income for the year	-	-	-	( 23,476)	( 23,476)

Issue of shares	63	767,298			767,361
	_______	_______	_______	_______	_______
Total investments by and distributions to owners	63	767,298	-	-	767,361

	_______	_______	_______	_______	_______
At 31 December 2023 and 1 January 2024	1,079	917,187	-	( 549,901)	368,365

Loss for the year				( 642,780)	( 642,780)
	_______	_______	_______	_______	_______
Total comprehensive income for the year	-	-	-	( 642,780)	( 642,780)

Issue of shares	9	114,986			114,995
Issue of share options			506,461		506,461
	_______	_______	_______	_______	_______
Total investments by and distributions to owners	9	114,986	506,461	-	621,456

	_______	_______	_______	_______	_______
At 31 December 2024	1,088	1,032,173	506,461	( 1,192,681)	347,041
	_______	_______	_______	_______	_______

Aventur Group Ltd

Notes to the financial statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

The principal activity of the company continues to be software and information technology development.

2. Statement of compliance

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

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

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

Going concern

The company has net current liabilities of £1,078,175 at the balance sheet date.The directors have given assurance that funding will be available to meet normal working capital requirements within 12 months from the date of approval of these financial statements. On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis. Should this basis prove to be inappropriate the accounts would require adjustment to be made to reclassify fixed assets to current assets, reduce the value of assets to their recoverable amount and to provide for further liabilities which might arise.

Consolidation

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts.

When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.

When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. 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 capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at a revalued amount, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:


Software development	-	10 %	straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Research and development

Research expenditure is written off in the year in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:


Fittings fixtures and equipment	-	25 %	reducing balance

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Fixed asset investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Government grants

Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit or loss in the period in which it arises.

Share-based payments

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

Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satsfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.

Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 4 (2023: 2 ).

5. Intangible assets

	Other intangible assets	Total
	£	£
Cost
At 1 January 2024	502,629	502,629
Additions	55,981	55,981
	_______	_______
At 31 December 2024	558,610	558,610
	_______	_______
Amortisation
At 1 January 2024 and 31 December 2024	-	-
	_______	_______
Carrying amount
At 31 December 2024	558,610	558,610
	_______	_______
At 31 December 2023	502,629	502,629
	_______	_______

6. Tangible assets

	Fixtures, fittings and equipment	Total
	£	£
Cost
At 1 January 2024	6,082	6,082
Additions	2,761	2,761
	_______	_______
At 31 December 2024	8,843	8,843
	_______	_______
Depreciation
At 1 January 2024	1,338	1,338
Charge for the year	1,546	1,546
	_______	_______
At 31 December 2024	2,884	2,884
	_______	_______
Carrying amount
At 31 December 2024	5,959	5,959
	_______	_______
At 31 December 2023	4,744	4,744
	_______	_______

7. Investments

	Shares in group undertakings and participating interests	Total
	£	£
Cost
At 1 January 2024	1,757,762	1,757,762
Additions	84,661	84,661
	_______	_______
At 31 December 2024	1,842,423	1,842,423
	_______	_______
Impairment
At 1 January 2024 and 31 December 2024	-	-
	_______	_______
Carrying amount
At 31 December 2024	1,842,423	1,842,423
	_______	_______
At 31 December 2023	1,757,762	1,757,762
	_______	_______

8. Debtors

	2024	2023
	£	£
Amounts owed by group undertakings	-	2,000
Other debtors	29,600	35,565
	_______	_______
	29,600	37,565
	_______	_______

9. Creditors: amounts falling due within one year

	2024	2023
	£	£
Bank and other loans	406,520	349,419
Trade creditors	6,175	5,684
Amounts owed to group undertakings	680,602	472,173
Taxation and social security	9,509	-
Other creditors	125,638	44,061
	_______	_______
	1,228,444	871,337
	_______	_______

Bank loans included above totalling £85,000 have been secured by way of fixed and floating charges in the name of Vertus Capital SPV1 Limited. The legal charges are over the assets of this company, as well as Aventur Wealth Ltd.

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

	2024	2023
	£	£
Bank and other loans	981,776	1,268,167
	_______	_______

Bank loans included above totalling £440,597 have been secured by way of fixed and floating charges in the name of Vertus Capital SPV1 Limited. The legal charges are over the assets of this company, as well as Aventur Wealth Ltd.

11. Share-based payments

The company has a share scheme whereby options over Ordinary B shares of £0.0001 were granted to leadership and other team members of both Aventur Group Ltd and the subsidiary Aventur Wealth Ltd.There were options granted on 27 ad 28 September 2023 on 867,660 Ordinary £0.0001 shares in Aventur Group Ltd , for employees working in both entities. 599,021 of these options vested immediately, with the remaining vesting over 5 years annually. These options are only exercisable by holders in the event of an exit, either by company sale or listing. The exercise price of the options are £0.5504651954 per share. The share options have been valued using the Black Scholes method. The share based payment expense of £421,800 calculated on these options was recognised in the year. The share based payment amount of £84,661 calculated on options granted to staff of the subsidiary was recognised as a further cost of investment in the subsidiary .

The total expense recognised in profit or loss for the year is as follows:

	2024	2023
	£	£
Equity-settled share-based payments	421,800	-
	_________	_______

12. Called up share capital

Issued, called up and fully paid

	2024		2023
	No	£	No	£
Ordinary shares of £ 0.0001 each	10,880,208	1,088	10,786,169	1,079
	_______	_______	_______	_______

On 4 January 2024, there were further allotments of shares qualifying under EIS. 8,177 Ordinary 0.01p shares were issued at £1.22 per share.On 10 December 2024, there were further allotments of shares qualifying under EIS. 85,862 Ordinary 0.01p shares were issued at £1.22 per share.

13. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.Share option reserve - This reserve records the value received in relation to the issue of share options.Profit and loss account - This reserve records retained earnings and accumulated losses.

14. Related party transactions

During the year the company entered into the following transactions with related parties:

	Transaction value		Balance owed by/(owed to)
	2024	2023	2024	2023
	£	£	£	£
Amounts loaned to connected companies	( 6,000)	28,796	23,096	29,096
Amounts loaned to group companies	( 2,000)	780	-	2,000
Amounts loaned from connected companies	-	76,204	-	-
Amounts loaned from group companies	( 208,429)	159,883	( 680,602)	(472,173)
	_______	_______	_______	_______

The loans above are repayable on demand and no interest is charged on the outstanding balance .