REGISTERED NUMBER: 09702116 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VEN2 LIMITED

Page

Balance Sheet

1

Notes to the Financial Statements

3

FIXED ASSETS

Tangible assets

4

73,750

229,566

CURRENT ASSETS

Stocks

1,463,447

5,226,595

Debtors

5

633,958

97,740

2,097,405

5,324,335

CREDITORS

Amounts falling due within one year

6

(3,152,127

)

(4,441,869

)

NET CURRENT (LIABILITIES)/ASSETS

(1,054,722

)

882,466

TOTAL ASSETS LESS CURRENT LIABILITIES

(980,972

)

1,112,032

CREDITORS

Amounts falling due after more than one year

7

-

(427,465

)

NET (LIABILITIES)/ASSETS

(980,972

)

684,567

CAPITAL AND RESERVES

Called up share capital

9

3,519,290

3,519,290

Retained earnings

(4,500,262

)

(2,834,723

)

SHAREHOLDERS' FUNDS

(980,972

)

684,567

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

R W H Taylor - Director

1.	STATUTORY INFORMATION

Ven2 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

09702116

Registered office:

3rd Floor

3-5 Rathbone Place

London

W1T 1HJ

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

Significant judgements and estimates

In the application of the company's 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 estimates 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 an 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 revision affects both current and future periods.

Turnover

Turnover is the total amount receivable by the company in relation to sales of property stock net of related selling expenses and the recharge of utilities to any short-term tenants.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold

-

written off over 125 year term of lease

Stocks and work in progress

Stocks and work in progress are stated at the lower of cost and net realisable value. Costs include overheads which have been incurred in bringing the stock to its present location and condition. Net realisable value represents sales value less appropriate selling costs.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade debtors, other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including trade creditors, other creditors, and amounts owed to group undertakings, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Going concern

At the balance sheet date the company had negative retained earnings.However, the company directors have indicated that they will provide support via group companies to enable the company to meet its liabilities as they fall due.

After the year end, the company sold its final property stock asset and the intention of the directors is for the company to be wound up in the next 12 months, therefore the financial statements have been prepared on a basis other than the going concern basis.This basis includes, where applicable, writing the company's assets down to net realisable value. No provision has been made for the future costs of terminating the business unless such costs were committed at the reporting date. Sufficient funds have been retained to cover all liabilities and any future expected liabilities

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	TANGIBLE FIXED ASSETS

Short

leasehold

£

COST

At 1 January 2024

231,573

Disposals

(156,573

)

At 31 December 2024

75,000

DEPRECIATION

At 1 January 2024

2,007

Charge for year

1,226

Eliminated on disposal

(1,983

)

At 31 December 2024

1,250

NET BOOK VALUE

At 31 December 2024

73,750

At 31 December 2023

229,566

Fixed assets, included in the above, which are held under hire purchase contracts or finance leases are as follows:

Short

leasehold

£

COST

At 1 January 2024

231,573

Disposals

(156,573

)

At 31 December 2024

75,000

DEPRECIATION

At 1 January 2024

2,007

Charge for year

1,226

Eliminated on disposal

(1,983

)

At 31 December 2024

1,250

NET BOOK VALUE

At 31 December 2024

73,750

At 31 December 2023

229,566

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

16,906

-

Amounts owed by group undertakings

575,845

-

Other debtors

35,680

95,214

VAT

1,881

1,881

Prepayments and accrued income

3,646

645

633,958

97,740

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

11,287

10,099

Amounts owed to group undertakings

3,138,779

4,411,245

Accrued expenses

2,061

20,525

3,152,127

4,441,869

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans - 1-2 years

-

427,465

8.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Other loans

-

427,465

The loans are secured by the property 23-41 Wenlock Road, London N1 7ST.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

2,728,241

A

£1

2,728,241

2,728,241

303,139

B

£1

791,049

791,049

3,519,290

3,519,290

10.	POST BALANCE SHEET EVENTS

After the year end, the company sold its final property stock asset and the intention of the directors is for the company to be wound up in the next 12 months.

11.	ULTIMATE CONTROLLING PARTY

The immediate parent companies are Vengrove Real Estate Investment Limited and CL UK RE 2 Ltd, companies registered in England and Wales. The ultimate controlling party is Rory O'Neill.