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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

NuVenture International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, 8 Lloyd's Avenue, London, EC3N 3EL.

The financial statements have been prepared on a period from 3 January 2024 to 31 December 2024 and the prior period was prepared on a period from 1 January 2023 to 2 January 2024.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The company has reduced its trading and operational activities in 2024, therefore administrative expenses have reduced and expected to be minimal in 2025.  It continues to hold its subsidiary investment and receive interest on the loan it has provided.true

The company has prepared a cash flow forecast and expects the reduced administration expenses be covered by loan interest income. The company whilst it has the continued financial support of its parent company also expects its subsidiary to be profitable in 2025 and 2026 and to be valued materially above current book value. Therefore, the director have adopted the going concern basis of accounting for its financial statements.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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 debtors 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. 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 creditors, bank loans, loans from fellow group companies and preference shares 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 classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted.  The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest.  A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Company makes an estimate of the recoverable value of group loans. When assessing the impairment of group loans management considers whether there is objective evidence of impairment including:

• economic or legal reasons relating to the debtors financial difficult; and

• observable data indicating that there has been a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those asset.

The average monthly number of persons (including directors) employed by the company during the period was:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Eminence Risk Services Limited was dissolved on 6 May 2025 and had been fully impaired in previous periods.

The amounts owed by group undertakings falling due within one year are unsecured, interest free, have no fixed date of repayments and are repayable on demand.

The amounts owed by group undertakings falling due after more than one year includes loans given to its immediate subsidiary companies amounting to £639,821 (2 January 2024: £425,457) as at 31 December 2024. The amounts owed by group undertakings accrue interest on an annual basis at SONIA plus 2.0%.

In line with accounting requirements, the group loan asset has been discounted back to the present value of future cashflows. Management considers 10% to be a reasonable estimate of the market rate of interest receivable for similar debt instruments. Total interest of £33,983 (2023: £21,567) was charged during the period ended 31 December 2024. The loan is due for repayment in full in 2027.

The third party loan was previously due from a subsidiary that has been disposed of in the prior period. The loan accrued interest at the final LIBOR rate plus 2% and total interest of £108,820 (period ended 2 January 2024: £98,115) was charged during the period ended 31 December 2024 on this loan. After year end the loan accrues interest on an annual basis at 15%. The loan is due for repayment in full in 2032.

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

The company's financing facility includes two loans from a group company member amounting to £5,779,158 (2 January 2024: £6,116,848) as at 31 December 2024. The loans are due in 2027 for final repayment and accrue interest at 0%.

In line with accounting requirements, the group loans have been discounted back to the present value of future cashflows. Management considers 10% to be a reasonable estimate of the market rate of interest for similar debt instruments. Interest of £294,045 (period ended 2 January 2024: £431,128) was charged during the period ended 31 December 2024.

There is a single class of ordinary shares. There is no restrictions on the distribution of dividends and the repayment of capital.

Profit and loss reserve

This reserve relates to the cumulative profit and loss less amounts distributed to shareholders.

Capital contribution reserve

Capital contribution reserve represents the present value adjustment in the respect of initial recognition of group loans, using the effective interest method.

Equity Settled Share Options Reserve

The reserve relates to employee share options that vested in the current period.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified.

The company has taken advantage of exemption, under the terms of 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 period the company has provided Blu Niche Risk Services Limited, an immediate subsidiary undertaking, with the loan facility of £800,000 (2 January 2024: £800,000). The amounts owed by group undertakings as at 31 December 2024 in respects to this loan and accrued interest is £659,926 (2 January 2024: £428,954). The loan accrues interest at a rate of six months SONIA plus 2.0%. The total interest of £83,624 (2 January 2024: £44,176) was charged during the period ended 31 December 2024.

During the year Xceedance Consulting Limited, a group company member registered in Bermuda, has provided the Company with total cash loan facility of £7,754,000 (2 January 2024: £7,754,000). As at 31 December 2024 the Company owed £6,232,516 (2 January 2024: £7,180,383) to Xceedance Consulting Limited in respects to this loan.

The direct parent company is Xceedance International Limited. The ultimate controlling party is Mr. A Balakrishnan.