| REGISTERED NUMBER: 09178742 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| ENVENT CAPITAL MARKETS LIMITED |
| REGISTERED NUMBER: 09178742 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| ENVENT CAPITAL MARKETS LIMITED |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 8 |
| Report of the Independent Auditors | 10 |
| Consolidated Income Statement | 14 |
| Consolidated Other Comprehensive Income | 15 |
| Consolidated Balance Sheet | 16 |
| Company Balance Sheet | 17 |
| Consolidated Statement of Changes in Equity | 18 |
| Company Statement of Changes in Equity | 19 |
| Consolidated Cash Flow Statement | 20 |
| Notes to the Consolidated Cash Flow Statement | 21 |
| Notes to the Consolidated Financial Statements | 22 |
| ENVENT CAPITAL MARKETS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants and Statutory Auditors |
| 38 Craven Street |
| London |
| WC2N 5NG |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The Directors of EnVent Capital Market Limited ("EnVent") present the strategic report together with the audited |
| financial statements for the year end 31 December 2024. |
| This report provides an overview of the Group and Company's principal activities and performance. The report also sets out the strategy, objectives and measures in place within EnVent to achieve and monitor its performance |
| REVIEW OF BUSINESS |
| Strategy |
| Our ambition is to become the institutional and corporate broker of choice for small and mid-cap private and public companies. We aim to achieve this through: |
| - Widening our services to assure the broadest and fastest access to private and public funds |
| - Providing a premium corporate access services to an optimum number of corporate clients |
| - Providing an efficient and high professional execution in M&A and Restructuring deals |
| - Growing sustainable and recurring revenue stream |
| At the same time managing costs and risk exposures. |
| Business Model |
| Envent Capital Markets Limited is a distinctive investment firm dedicated to mid and small market clients providing |
| Corporate Finance and M&A services, Advisory, Arranging and Placing activity to UK professional and institutional |
| Investors, Corporate Advisor for AQUIS and Listing Sponsor for Euronext Paris and Vienna Stock Exchange. In |
| addition, through the Italian subsidiary (100% owned by Envent Capital Market Limited and active from the beginning |
| of July 2023), it offers Equity and Debt Capital Markets services, Euronext Growth Advisor (EGA) and Global |
| Coordinator and Equity Research to Italian Mid-small cap companies |
| Envent Capital Markets Limited is approved and registered by the Financial Conduct Authority (FCA) for advisory, |
| arranging and placing of financial instruments without firm commitment. The Italian entity, Envent Italia SIM, is |
| authorised by Consob in Italy for Advisory, Arranging and Placing without firm commitment. Through this authorised |
| entity, we aim to offer our Corporate Finance, Advisory and Placing services in Italy. |
| Envent Capital Markets Limited has identified and implemented a business model based on integrated equity/debt |
| capital markets products and services. This consists of investment banking services and equity research for the EU mid and small market (companies under IPO process or already listed) and advisory and arrangement services for |
| professional and institutional EU investors. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Market Environment in 2024 and 2025 outlook |
| In 2024 global economic uncertainty played a central role in the weak corporate finance market. High inflation persisted longer than expected, forcing central banks to maintain restrictive monetary policies for much of the year. The result was a financing environment that remained tight, with elevated borrowing costs discouraging new investments. While some relief came in the second half of the year as inflation pressures eased slightly, the cumulative impact of prior rate hikes continued to weigh on corporate decision-making. |
| Geopolitical instability added further complexity, exacerbating investor nervousness. Market volatility, trade disruptions, and policy shifts across major economies made corporate planning more difficult, contributing to the hesitancy seen in deal-making. Equity markets remained unstable, and concerns over global growth further eroded confidence. |
| The year 2024 was particularly challenging for the firm and the broader corporate finance and advisory market. Despite our best efforts to sustain deal flow, the firm faced significant headwinds due to a stagnating market and prolonged uncertainty. Economic turbulence, geopolitical tensions, and fluctuating interest rates severely impacted corporate activity, leading to delays in transactions, increased scrutiny on valuations, and overall reduced demand for advisory services. As a result, the firm's revenue growth was constrained, and margins were under pressure, requiring tight cost management and prudent operational decisions. |
| Key priorities for 2025 will include navigating persistent volatility, further optimising our service mix to adapt to |
| shifting client needs and reinforcing our financial position to withstand another uncertain year ahead. Although there are some positive signals on the horizon, uncertainty remains high, and the firm must remain highly adaptable in an |
| increasingly difficult business climate. |
| Key Performance Indicators |
| Envent Capital Markets Limited uses a range of financial and non-financial indicators so that the Directors can monitor and measure the current and expected performance of the business with respect to the budget and prior year. |
| These KPIs aim to measure the profitability and productivity of the business, the development of a new business |
| pipeline, current work in progress, fees earned during the respective periods and client feedback. |
| EnVent Capital Markets Limited considers the following as the KPIs of the business: |
| - Number of Corporate clients |
| - Income and margin per professional |
| - Revenue per client |
| - Monthly revenue, costs and Ebitda margin |
| - Monthly Net Financial Position |
| - Capital adequacy ratio |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Envent Capital Markets Limited faces a range of risks and uncertainties inherent in the financial advisory and investment business. The management continually identifies, assesses and manages these principal risks to protect the firm's performance and reputation. |
| Below are the key risks for the firm, along with a brief description of each and its potential impact: |
| Market Risks |
| The risk of adverse movements in financial markets or a decline in overall transaction activity that could reduce the |
| advisory deal flow and revenue. In 2024, market risk was evident in periods of subdued M&A due to economic |
| uncertainty. Sharp changes in equity valuations, interest rates or credit spreads can all affect client appetite for deals. A market downturn could lead to fewer completed transactions and lower fee income for the firm. We mitigate market risk by maintaining a diversified pipeline across industries and offering services (i.e. debt advisory or restructuring) that can be in demand even in down markets. Nonetheless, the firm remains exposed to macroeconomic cycles - a significant slowdown in corporate finance activity would negatively impact our financial performance. |
| Envent Capital Markets Limited also sets out to maintain a strong balance sheet and surplus cash to protect against the effect of any prolonged market downturn. |
| Reputational Risks |
| The risk that negative publicity, client dissatisfaction, or ethical lapses could damage the firm's reputation and erode the trust that underpins our business. As an advisory firm, our reputation for integrity and quality is paramount. Any incident (such as a deal gone wrong, a conflict of interest, or a regulatory sanction) could lead to loss of existing clients and hinder new client acquisition. In 2024, we managed this risk by enforcing strict compliance standards and by diligently delivering on client expectations. |
| The impact of a reputational hit would be broad and potentially long-lasting - it could mean reduced business, talent |
| attrition, and increased scrutiny. We treat this risk with utmost seriousness: maintaining our reputation through consistent professional conduct is a core part of the firm's culture and risk management: all our employees are expert professionals and are expected to be of the highest integrity. |
| People Risks |
| The risk of losing key personnel or failing to attract and retain talented professionals, which could undermine our service quality and client relationships. Our business is highly dependent on the expertise and experience of our advisors and analysts. If multiple senior team members were to depart (for example, to competitors or through retirement), the firm could face challenges in executing deals and maintaining client confidence. Likewise, an industry shortage of advisors means recruiting new talent is critical. The impact of people risk is significant: it can disrupt ongoing engagements and weaken the firm's strategic capabilities. |
| We mitigate this risk through succession planning, offering competitive compensation, fostering a positive work |
| environment, and investing in training and career development |
| Economic slowdown |
| The risk of a broad economic downturn or recession that leads to reduced corporate activity and lower demand for our services. An economic slowdown typically results in companies postponing investments, acquisitions, and capital |
| raising. In 2024, while certain regions saw slower growth, a deep recession was avoided; however, this remains a salient risk as we enter 2025. The impact of a serious economic contraction would be a decline in new mandates and fee income, but potentially an increase in clients needing restructuring advice (altering our service mix). |
| The firm's strategy to handle this risk is to stay close to clients' evolving needs; Envent Capital Markets Limited is |
| focused on mitigating the impact of these uncertainties on the business to the extent possible, also through the newly established Italian subsidiary and the passportation to Europe. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Operational Risks |
| The risk of loss or business disruption resulting from inadequate or failed internal processes, people, or systems, or from external events. Operational risks for our firm range from process errors (such as a valuation mistake or documentation error in a transaction) to external events (like a pandemic resurgence or natural disaster impacting our offices). Any significant operational breakdown could lead to financial losses (through errors or fraud), regulatory penalties, and reputational damage. |
| We manage operational risk through robust internal controls, regular audits, business continuity planning, and insurance coverage. We did not encounter significant operational risk incidents in 2024. |
| Regulatory Risks |
| The risk of changes in laws or regulations, or non-compliance with existing rules, that could adversely affect the firm. As an FCA-regulated entity, we are subject to extensive regulations covering conduct, capital, client assets, data protection, anti-money laundering, and more. Changes in regulation - for instance, new capital requirements or stricter client suitability rules - could increase compliance costs or constrain certain business activities. Additionally, failure to comply with regulations can result in enforcement actions, fines, or licensing consequences. |
| For Envent Capital Markets Limited regulatory risk is mitigated by an appropriate compliance program and ongoing |
| monitoring of regulatory developments. The Company maintains stable relationships with the financial authorities, |
| ensuring it remains well-informed about regulatory developments. With the support of its legal advisors, The firm |
| swiftly adapts its procedures to maintain fully compliance with evolving regulations. |
| Credit Risks |
| The risk of financial loss if a counterparty (such as a client owing fees or a financial institution holding our deposits) |
| fails to meet its obligations. In our advisory business, it can arise if a client faces bankruptcy and cannot pay outstanding advisory fees, or if there's a default on a receivable. In 2024, we monitored client creditworthiness closely, especially for clients in weaker sectors, to manage receivable collections. |
| Credit risk is managed by robust client account and vetting procedures and by limiting exposure to concentration risk. We mitigate this risk negotiating retainers or interim payments on mandates and maintaining diversified banking |
| relationships for cash holdings. |
| Liquidity Risks |
| The risk that the group might be unable to meet its short-term financial obligations as they become due, for example, if operating cash flows fluctuate or if there is an unexpected cash outlay. While our business model is not capital-intensive, timing differences between fee receipts and expenses could strain liquidity if not managed. For example, multiple deal delays (postponing success fees) combined with fixed outflows (salaries, rent) could cause a liquidity crunch. This kind of situation could force the firm to draw on costly emergency financing. |
| Envent Capital Markets Limited manage this risk through cash flow forecasting and maintaining sufficient cash buffers and credit facilities. In addition, the risk is closely monitored and controlled as part of the group's risk framework through day by day management, periodic business committee meetings and quarterly management meetings. |
| These principal risks and uncertainties are actively managed through our risk management framework. The Board regularly review these risks, assess our mitigating controls, and ensure that our risk appetite remains appropriate. While not exhaustive, the above list captures the major risks that could impact our business model, financial results, and reputation. By recognising and addressing these risks, the firm strives to minimise surprises and sustain long-term success even in the face of uncertainty. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| SECTION 172(1) STATEMENT |
| A. Likely consequence of any decision in the long term |
| Envent Capital Markets business model depends on the trust and confidence of its stakeholders to operate sustainably in the long term. The group seeks to put its clients' best interests first, invests in its employees, operates to be fully compliant with the ongoing regulations, supports the communities in which it operates and strives to generate sustainable profits for shareholders. |
| The Directors of Envent Capital Markets have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.. |
| Section 172 considerations are embedded in decision making at Board level and throughout the group. |
| Issues, factors and stakeholders which the Directors have considered when discharging their duty under section 172(1) as far as our vision, purpose, sustainability pillars and values are set out in the Strategic report, as are the risks facing our organisation and the mitigating action we take, our governance practices, examples of stakeholder engagement and information about our engagement with employees, shareholders and suppliers. |
| All our operating procedures such as the new business committee for acquiring new mandates, the AML and KYC |
| procedures, the ongoing mandate review are in place and are constantly updated to maintain our reputation at the highest standard of business conduct. |
| B. Our people |
| Our people are one of our most important assets, the company is committed to being a responsible business. Our |
| behaviour is aligned with the expectations of our people, clients, investors, and financial community as a whole. People are at the heart of our services. For our business to succeed we need to manage our people's performance and develop and bring through talent while ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour so we achieve our goals in the right way. |
| Being a small company there is high level of visibility on all the deals and projects we manage. Cross fertilisation and sharing information are at the base of our employee professional education. |
| C. Business relationships |
| Our strategy prioritises organic growth driven by cross-selling and up-selling services to existing clients and originating new clients. To do this, we need to develop and maintain strong client relationships. We value all our suppliers and have multi-year contracts both with our key clients and suppliers. |
| Being a regulated entity we have a periodic interaction with the key people from different functions in the Stock Exchanges where we are active as well as with the national financial authorities. |
| D. Community and Environment |
| The group's approach is to act every day to create positive change for the people and communities with which we interact. We want to leverage our experiences and enable colleagues to support the communities around us. |
| E. Maintaining a reputation for high standards of business conduct |
| The group has in place Ethics and Whistleblowing policies, both of which are also reviewed periodically, Procedures for prevention of conflict of interest, Regulatory info and Pillar III disclosure (also available on our website at www.enventcapitalmarkets.co.uk). The group has internal approvals processes that mitigate risk before it takes on new business and as transactions proceed. The group has in place a compliance manual to manage and maintain a reputation for high standards of business conduct. The group acts daily to improve the competence of its employees and expects them to be at the highest level of integrity. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| OUTLOOK 2025 AND NON-ADJUSTING POST BALANCE SHEET EVENTS |
| As we enter 2025, the firm remains cautiously optimistic about the market environment while being alert to potential |
| challenges. Despite the growing economic uncertainty and market volatility the group remains committed to invest and to maintain the focus on its client's needs amid the complexity of the ongoing volatile scenario. Envent Capital Markets Limited has entered 2025 with a clear strategy, a reliable pipeline, and a commitment to serving the clients' evolving needs. The firm will continue to monitor the external environment and respond swiftly to any changes. Our balance sheet remains strong and we hold cash significantly in excess of our capital adequacy requirements, sufficient to take us through short to medium term difficulties in the markets. In addition, the group continues to monitor its cost base carefully, given the underlying markets conditions. |
| The group track record has enabled it to develop trusted relationships with a growing number of banks with whom there are stable talks to adapt and integrate the financing to the group needs. |
| With its evolving and effective business model built around a clear strategy, relatively low overhead and partially |
| variable employment cost, the Board believes the group is well-equipped to navigate economic and market |
| fluctuations while seizing new opportunities. |
| ON BEHALF OF THE BOARD: |
| Director |
| 8 September 2025 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of a distinctive investment banking firm dedicated to small and mid market clients: Equity and Debt Capital Market Advisor, Equity research and M&A and Corporate finance advisory. |
| In 2H2023 EnVent Capital Markets transferred all the business for Italian clients to the Italian subsidiary, EnVent Italia SIM, authorised by Consob, with the aim to get a EU passport in the European Economic Area for advisory, arranging and placing without firm commitment. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| 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. |
| F Gaudenti |
| P Verna |
| F Pizzoccheri, appointed as director on 08 May 2025. |
| Giovanni Francesco Gaudenti, appointed on 20 December 2023, resigned on 08 February 2024. |
| STRATEGIC REPORT |
| The group has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the director's report. It has done so in respect of future developments and financial risk management. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group 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). 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 the group and of the profit or loss of the group 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| 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 group'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 group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ENVENT CAPITAL MARKETS LIMITED |
| Qualified Opinion |
| We have audited the financial statements of Envent Capital Markets Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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, except for the effects of the matters described in the Basis for qualified opinion section, the financial statements: |
| - give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and |
| of the group's loss 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 qualified opinion |
| Included in the group's trade debtors are trade debtors amounting to £112,604 due to the parent company at the year end. We have been unable to satisfy ourselves of the recoverability of these trade debtors as at 31 December 2024. |
| Consequently, we are unable to determine whether any adjustments to these amounts were necessary. |
| We conducted our audit in accordance with International Standards on Auditing (ISAs UK) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 qualified 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| However, because not all future events or conditions can be predicted, this statement is not a guarantee as the group and company's ability to continue. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ENVENT CAPITAL MARKETS LIMITED |
| 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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 pages eight and nine, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ENVENT CAPITAL MARKETS 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, 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. |
| 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 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 Companies Act 2006, Financial Conduct |
| Authority's regulations and relevant tax legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of |
| management; and |
| - identified laws and regulations were communicated within the audit team regularly and the team remained alert to |
| instances of non-compliance throughout the audit. |
| 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 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; |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ENVENT CAPITAL MARKETS LIMITED |
| 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. |
| 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. |
| for and on behalf of |
| Chartered Accountants and Statutory Auditors |
| 38 Craven Street |
| London |
| WC2N 5NG |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 4 | 3,400,503 | 4,024,332 |
| Cost of sales | (753,514 | ) | (2,288,040 | ) |
| GROSS PROFIT | 2,646,989 | 1,736,292 |
| Administrative expenses | (2,908,081 | ) | (1,547,720 | ) |
| (261,092 | ) | 188,572 |
| Other operating income | 37,264 | 8,436 |
| OPERATING (LOSS)/PROFIT | 6 | (223,828 | ) | 197,008 |
| Interest receivable and similar income | 8,698 | - |
| (215,130 | ) | 197,008 |
| Interest payable and similar expenses | 7 | (42,245 | ) | (23,775 | ) |
| (LOSS)/PROFIT BEFORE TAXATION | (257,375 | ) | 173,233 |
| Tax on (loss)/profit | 8 | (18,074 | ) | (57,867 | ) |
| (LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
| (Loss)/profit attributable to: |
| Owners of the parent | (275,449 | ) | 115,366 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| (LOSS)/PROFIT FOR THE YEAR | (275,449 | ) | 115,366 |
| OTHER COMPREHENSIVE INCOME |
| Other comprehensive income | (26,278 | ) | (5,698 | ) |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(26,278 |
) |
(5,698 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(301,727 |
) |
109,668 |
| Total comprehensive income attributable to: |
| Owners of the parent | (301,727 | ) | 109,668 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| CONSOLIDATED BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| ASSETS |
| FIXED ASSETS |
| Intangible assets | 10 | 877,646 | 980,899 |
| Tangible assets | 11 | 41,595 | 51,691 |
| Investments | 12 | - | - |
| 919,241 | 1,032,590 |
| CURRENT ASSETS |
| Debtors | 13 | 1,217,741 | 1,153,587 |
| Cash at bank | 733,509 | 964,084 |
| 1,951,250 | 2,117,671 |
| 2,870,491 | 3,150,261 |
| CAPITAL, RESERVES AND LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 14 | 125,000 | 125,000 |
| Retained earnings | 15 | 973,866 | 1,275,593 |
| SHAREHOLDERS' FUNDS | 1,098,866 | 1,400,593 |
| PROVISIONS FOR LIABILITIES | 16 | 49,849 | 32,017 |
| CREDITORS |
| Amounts falling due within one year | 17 | 1,011,672 | 891,409 |
| Amounts falling due after more than one year |
18 |
710,104 |
826,242 |
| 2,870,491 | 3,150,261 |
| The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2025 and were signed on its behalf by: |
| F Gaudenti - Director |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| COMPANY BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| ASSETS |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| 2,766,563 | 3,479,256 |
| CAPITAL, RESERVES AND LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Retained earnings | 15 |
| SHAREHOLDERS' FUNDS |
| CREDITORS |
| Amounts falling due within one year | 17 |
| Amounts falling due after more than one year |
18 |
| Company's (loss)/profit for the financial year | (382,081 | ) | 938,279 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | 125,000 | 1,165,925 | 1,290,925 |
| Changes in equity |
| Total comprehensive income | - | 109,668 | 109,668 |
| Balance at 31 December 2023 | 125,000 | 1,275,593 | 1,400,593 |
| Changes in equity |
| Total comprehensive income | - | (301,727 | ) | (301,727 | ) |
| Balance at 31 December 2024 | 125,000 | 973,866 | 1,098,866 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2024 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 65,585 | (198,256 | ) |
| Interest paid | (42,245 | ) | (8,275 | ) |
| Tax paid | (182,688 | ) | (61,614 | ) |
| Net cash from operating activities | (159,348 | ) | (268,145 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (1,791 | ) | (54,214 | ) |
| Interest received | 8,698 | - |
| Net cash from investing activities | 6,907 | (54,214 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (55,941 | ) | (46,578 | ) |
| Repayment of other loan | (230,348 | ) | (103,385 | ) |
| Increase of bank loans | 208,403 | - |
| Amount withdrawn by directors | (248 | ) | (1,483 | ) |
| Net cash from financing activities | (78,134 | ) | (151,446 | ) |
| Decrease in cash and cash equivalents | (230,575 | ) | (473,805 | ) |
| Cash and cash equivalents at beginning of year |
2 |
964,084 |
1,437,889 |
| Cash and cash equivalents at end of year | 2 | 733,509 | 964,084 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| (Loss)/profit before taxation | (257,375 | ) | 173,233 |
| Depreciation charges | 113,130 | 54,344 |
| Movement in translation reserve | (26,278 | ) | (5,698 | ) |
| Forex Movement | 2,010 | - |
| Finance costs | 42,245 | 23,775 |
| Finance income | (8,698 | ) | - |
| (134,966 | ) | 245,654 |
| Decrease/(increase) in trade and other debtors | 7,307 | (386,293 | ) |
| Increase/(decrease) in trade and other creditors | 193,244 | (57,617 | ) |
| Cash generated from operations | 65,585 | (198,256 | ) |
| 2. | 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 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 733,509 | 964,084 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 964,084 | 1,437,889 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 964,084 | (230,575 | ) | 733,509 |
| 964,084 | (230,575 | ) | 733,509 |
| Debt |
| Debts falling due within 1 year | (47,514 | ) | (46,286 | ) | (93,800 | ) |
| Debts falling due after 1 year | (89,703 | ) | (106,176 | ) | (195,879 | ) |
| (137,217 | ) | (152,462 | ) | (289,679 | ) |
| Total | 826,867 | (383,037 | ) | 443,830 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Envent Capital Markets Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| In the parent company financial statements, the cost of a business combination is the fair value at the date acquisition. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. |
| The consolidated financial statements incorporate those of EnVent Capital Market Limited and of its subsidiary (i.e. entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. |
| All financial statements are made up to 31 December year ends . Where necessary, adjustments are made to the financial statement of subsidiary to bring the accounting policies used into line with those used by other members of the group. |
| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
| Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. |
| Going concern |
| The financial statements have been prepared on a going concern basis, which assumed that the company and group will continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. |
| The group made a loss before tax of £257,375 (2023 : profit before tax of £173,233) for the year ended 31 December 2024. As at 31 December 2024 the group had net cash at bank and in hand of £733,509 (2023 : £964,084). |
| The directors have taken into account the growth in the business year on year, as well as the inherent risk and uncertainties facing the business, and have derived forecast assumptions that are the directors' best estimate of the future developments of the business. The forecast and projections have provided the directors a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. For these reasons, the company and group continue to present its financial statements on a going concern basis. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Revenue comprises of the fair value of consideration received or receivable for the provision of services in the ordinary course of business net of value added taxes. |
| Revenue deriving from IPO activities (such as placing and admission support fees) are recognised at the time the issuer's shares are successfully admitted to trading on Euronext Growth Milan. |
| Revenue relating to equity research services are only recognised when the contractual entitlement for the Group to receive them has been met. |
| Revenue relating to secretarial fees are only recognised when the contractual entitlement for the Group to receive them has been met. |
| Revenue relating to expenses recharge are only recognised when the contractual entitlement for the Group to receive them has been met. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost |
| less any accumulated amortisation and any accumulated impairment losses. |
| The trademark asset is being amortised evenly over their estimated useful life of 10 years. |
| Tangible fixed assets |
| Fixtures & fittings (including office equipment) a range of 15% to 33.3% straight line |
| Financial instruments |
| Financial assets |
| The Group's and company's financial assets comprise basic financial instruments, being trade and other debtors, accrued income and cash and bank balances. |
| Cash is represented by cash in hand and deposits. Cash equivalents are highly liquid investments that mature in no more than three months or less from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
| Trade, other debtors and accrued income are measured at transaction price less any impairment. Any impairment loss is recognised in the Profit and Loss. |
| Financial assets are derecognised when contractual rights to the cash flows from the financial asset expires or are settled, or when substantially all the risks and rewards of ownership have been transferred. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial liabilities |
| The Group's and company's financial liabilities comprise of basic financial liabilities, including trade and other payables, corporation tax, accruals, deferred income and amounts owed to participating interests. These are initially recognised at transaction price. |
| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the group accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimate and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on a ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revisions affects both current and future periods. |
| Impairment of debtors |
| The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. |
| Carrying value of non financial assets |
| The carrying value of trademark is subject the directors' estimate of the useful economic life of the asset and a review of factors that may indicate an impairment is required. The carrying value of the investment in the subsidiary undertaking is subject to a review of the recoverable net assets of the subsidiary. |
| Other provisions |
| Other provisions is the severance pay or end of service indemnity (known in Italy as TFR). It is calculated in accordance with Article 2120 of the Italian Civil Code taking into account the legislative provisions and the specifics of employees' salaries and length of contracts and includes the accrued annual quotas and the revaluation carried out in the basis of the ISTAT coefficients. The amount of the fund is recorded net of advances paid and quotas used for terminations of employment that occurred during the financial year and represents the certain debt towards employees at the balance sheet closing date. |
| 4. | TURNOVER |
| The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| Advisory services | 3,346,212 | 3,877,360 |
| Secretarial fees | 7,229 | 31,285 |
| Expenses recharged | 47,062 | 115,687 |
| 3,400,503 | 4,024,332 |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| Europe | 3,400,503 | 4,024,332 |
| 3,400,503 | 4,024,332 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 1,093,012 | 769,408 |
| Social security costs | 316,727 | 150,661 |
| Other pension costs | 4,238 | 32,612 |
| 1,413,977 | 952,681 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Average number of staff |
| The average number of employees by undertakings that were proportionately consolidated during the year was 16 (2023 - 16 ) . |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 377,224 | 358,613 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 2 | 2 |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc | 212,445 | 191,528 |
| 6. | OPERATING (LOSS)/PROFIT |
| The operating loss (2023 - operating profit) is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Other operating leases | 138,052 | 82,815 |
| Depreciation - owned assets | 9,877 | 2,718 |
| Patents and licences amortisation | 103,253 | 51,626 |
| Auditors' remuneration | 23,000 | 23,000 |
| Foreign exchange differences | 21,223 | 68,446 |
| In addition to the auditor's remuneration for the parent company noted above, the audit fee of EnVent Italia SIM spa for the year ended 31 December 2024 is £33,000 (2023 : £27,900). |
| Fees for other services provided by the parent company auditor's associate: |
| - Taxation : £1,500 (2023 : £1,500). |
| - Other non-audit services : £13,700 (2023 : £11,632). |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank loan interest | 42,245 | 23,775 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| Corporation tax | - | (22,081 | ) |
| Foreign Tax | 91,537 | 97,643 |
| Total current tax | 91,537 | 75,562 |
| Deferred tax | (73,463 | ) | (17,695 | ) |
| Tax on (loss)/profit | 18,074 | 57,867 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| (Loss)/profit before tax | (257,375 | ) | 173,233 |
| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2023 - 19 %) |
(48,901 |
) |
32,914 |
| Effects of: |
| Expenses not deductible for tax purposes | 20,766 | 11,096 |
| Adjustments to tax charge in respect of previous periods | - | (295 | ) |
| Deferred tax adj in the year - subsidiary | (73,463 | ) | (17,695 | ) |
| Foreign tax adjustment | 67,842 | 42,626 |
| Allowable deductions including amortisation and capital allowances | (20,092 | ) | (10,779 | ) |
| Loss carried forward | 71,922 | - |
| Total tax charge | 18,074 | 57,867 |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Other comprehensive income | (26,278 | ) | - | (26,278 | ) |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TAXATION - continued |
| 2023 |
| Gross | Tax | Net |
| £ | £ | £ |
| Other comprehensive income | (5,698 | ) | - | (5,698 | ) |
| 9. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and |
| licences |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 | 1,032,525 |
| AMORTISATION |
| At 1 January 2024 | 51,626 |
| Amortisation for year | 103,253 |
| At 31 December 2024 | 154,879 |
| NET BOOK VALUE |
| At 31 December 2024 | 877,646 |
| At 31 December 2023 | 980,899 |
| During 2023, the company acquired a trademark and all the intellectual property rights from EnVent Srl for a sum of €1,200,000 (£1,032,525). |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | INTANGIBLE FIXED ASSETS - continued |
| Company |
| Patents |
| and |
| licences |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and |
| fittings |
| £ |
| COST |
| At 1 January 2024 | 54,797 |
| Additions | 1,791 |
| Exchange differences | (2,100 | ) |
| At 31 December 2024 | 54,488 |
| DEPRECIATION |
| At 1 January 2024 | 3,106 |
| Charge for year | 9,877 |
| Exchange differences | (90 | ) |
| At 31 December 2024 | 12,893 |
| NET BOOK VALUE |
| At 31 December 2024 | 41,595 |
| At 31 December 2023 | 51,691 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Fixtures |
| and |
| fittings |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Unlisted |
| investments |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Envent Italia SIM S.P.A |
| Registered office: Via degli Omenoni, Milan, Lombardy 20121, IT |
| Nature of business: Financial intermediary services |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | 1,300,155 | 1,458,247 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| On 1 July 2023, EnVent Capital Markets Limited transferred all the business related to Italian clients to the Italian subsidiary, EnVent Italia SIM spa. The business unit was transferred for €1,200,000 and consideration paid by the subsidiary by way of issuing 115,000 additional shares at a premium of €1,085,000 in favour of EnVent Capital Markets Limited. |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 841,915 | 714,937 |
| Amounts owed by participating interests | 135,825 | 127,231 | 136,039 | 136,039 |
| Other debtors | 54,782 | 34,038 |
| Tax | 44,784 | 44,784 |
| VAT | - | - |
| Deferred tax asset | 89,148 | 17,687 | - | - |
| Prepayments and accrued income | 51,287 | 214,910 |
| 1,217,741 | 1,153,587 |
| Deferred tax asset |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Other timing differences | 89,148 | 17,687 | - | - |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary Shares | 1 | 125,000 | 125,000 |
| 125,000 Ordinary shares allotted and fully paid at nominal value of £1 each. |
| 15. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 January 2024 | 1,275,593 |
| Deficit for the year | (275,449 | ) |
| Currency translation | (26,278 | ) |
| At 31 December 2024 | 973,866 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 15. | RESERVES - continued |
| Company |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Deficit for the year | ( |
) |
| At 31 December 2024 |
| 16. | PROVISIONS FOR LIABILITIES |
| Group |
| 2024 | 2023 |
| £ | £ |
| Other provisions | 49,849 | 32,017 |
| Aggregate amounts | 49,849 | 32,017 |
| Group |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Balance at 1 January 2024 | (17,687 | ) | 32,017 |
| Provided during year | (71,461 | ) | 17,832 |
| Balance at 31 December 2024 | (89,148 | ) | 49,849 |
| Other provisions refer to retirement funds and include employee benefits acquired from EnVent Srl. |
| 17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 19) | 93,800 | 47,514 |
| Trade creditors | 487,687 | 270,322 |
| Tax | 4,444 | 97,597 |
| Social security and other taxes | 31,460 | 64,528 |
| VAT | 24,768 | 7,964 | - | - |
| Other creditors | 290,304 | 242,510 |
| Pension control account | 32,564 | 38,953 | 1,597 | 1,597 |
| Directors' loan accounts | 420 | 668 | 420 | 668 |
| Accruals and deferred income | 46,225 | 121,353 |
| 1,011,672 | 891,409 |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans (see note 19) | 195,879 | 89,703 |
| Other creditors | 514,225 | 736,539 |
| 710,104 | 826,242 |
| 19. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loan | 93,800 | 47,514 | 10,000 | 10,000 |
| Amounts falling due between one and two | years: |
| Bank loan 1-2 years | 88,971 | 47,514 | 4,167 | 10,000 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 106,908 | 42,189 |
| The parent company was given a bank loan as a Covid-19 relief by the government. This loan has an interest rate of 2.5% and is repayable after one year. There are no guarantees or charges against the company |
| Envent Italia SIM: bank loans were taken as follows: |
| On 11 Mar 2022, a loan of €200,000 with a variable interest rate, repayable in 60 months. |
| At the year end, €90,232 was still owed, of which €49,290 is due in over one year. |
| On 23 Oct 2024, a loan of €250,000, at a fixed interest rate of 4.1469%, repayable in 50 months. |
| At the year end, €240,272 was still owed, of which €180,688 is due in over one year. |
| 20. | SECURED DEBTS |
| Mediocredito Centrale (MCC) on behalfof the Ministry of Economic Developmentin Italy have provided guarantees up to 80% of the bank loans being a maximum of €240,000 |
| 21. | PENSION COMMITMENTS |
| The Group operates a defined contributions pension scheme, Then cost charge represents contributions payable by the Group to the fund and amounted to £54,837 (2023 : £32,612) for the year. Contributions from the Group and the employees totalling £32,564 (2023 : £38,953) were payable to the fund at the reporting date and are included in creditors. |
| ENVENT CAPITAL MARKETS LIMITED (REGISTERED NUMBER: 09178742) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 22. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group. |
| During the year Venti Srl (formerly EnVent Srl), a company under common control provided consultancy services amounting to £70,026 (2023: £920,542) to EnVent Capital Market Limited. At the year end, EnVent Capital Market Limited was owed £135,825 by EnVent Srl (2023 : £127,231). |
| On 1 July 2023, EnVent Capital Market Limited acquired a trademark and all the intellectual property rights from EnVent Srl for a sum of €1,200,000 (£1,032,525) to be repaid in installments. At the year end, the company had repaid €420,000 (2023 : €120,000) and owed capital of €780,000 (2023 : €1,080,000). Interest is incurred at 3.2% per annum and at the year end, interest incurred amounted to £26,584 (2023 : £15,499). The amount owed is included in Other Creditors approximated to £200,066 due in less than one year and £514,225 due in less than 5 years. |
| During the year Aries Srl, a company under common control provided consultancy services amounting to £129,043 (2023: £152,843). The outstanding payable as at year end was £Nil (2023 : £15,730). |
| During the year Valmar Capital, a company under common control provided services amounting to £62,680 (2023 :£69,966). The outstanding payable as at year end was £6,618 (2023: £15,731). |
| During the year VIS 2020 Srl, a company under common control provided services amounting to £112,273 (2023 : £109,613). The outstanding payable as at year end was £Nil (2023 : £16,039). |
| Key management personnel are considered to be the directors whose remuneration is disclosed in note 5. |
| During the year, directors expenses were £Nil and amounts repaid were £248. As at year end the total amount owed to the directors was £420 (2023: £420). |
| 23. | POST BALANCE SHEET EVENTS |
| There were no post Balance Sheet events. |
| 24. | ULTIMATE CONTROLLING PARTY |
| The directors, F Gaudenti and P Verna are considered to be the ultimate controlling parties by virtue of their ability to act in concert in respect of the operational and financial policies of the group. |