Company No: 12703998 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTOR

Brennan Jeos Ong

SECRETARY

Ngoc Huyen Chau Nguyen

REGISTERED OFFICE	Level 3 115 Golden Ln
	London
	EC1Y 0TJ
	United Kingdom

COMPANY NUMBER

12703998 (England and Wales)

ACCOUNTANT	Gravita Business Services II Limited
	Aldgate Tower
	2 Leman Street
	London
	E1 8FA
	United Kingdom

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	497,281		0
Investments	4	908,420		908,420
		1,405,701		908,420
Current assets
Debtors	5	127,111		7,210
Cash at bank and in hand		22,223		9,803
		149,334		17,013
Creditors: amounts falling due within one year	6	( 1,752,843)		( 628,204)
Net current liabilities		(1,603,509)		(611,191)
Total assets less current liabilities		(197,808)		297,229
Net (liabilities)/assets		( 197,808)		297,229
Capital and reserves
Called-up share capital		1,387,600		1,387,600
Translation reserve		1,978		1,556
Profit and loss account		( 1,587,386 )		( 1,091,927 )
Total shareholder's (deficit)/funds		( 197,808)		297,229

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

Director's responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of Counsel Universe Ltd (registered number: 12703998) were approved and authorised for issue by the Director on 24 December 2025. They were signed on its behalf by:

Brennan Jeos Ong Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Counsel Universe Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Level 3 115 Golden Ln, London, EC1Y 0TJ, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The Company is supported by loans from revenue generating subsidiary entities in order to meet its costs for the group and the director confirms this support is set to continue. Given this, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
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.

Reporting period length

The comparative period in these financial statements is for a period of 18 months from 1 July 2022 to 31 December 2023. The current period is a year to 31 December 2024. Therefore the periods are not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Exchanges differences on the retranslation of branches outside the UK are recognised through Other Comprehensive Income and within a cumulative translation reserve.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

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

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

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Intangible assets relate to capitalised development costs which have been capitalised in accordance with the requirements of FRS 102. No amortisation charge has been recorded because the asset is not yet available for use. Amortisation will begin when the intangible asset is in the condition necessary for it to be usable in the manner intended by management in accordance with FRS 102.18. Amortisation will be provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life once ready for use as follows:

Development costs

10 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the director is satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is ten years. Provision is made for any impairment.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments in subsidiaries are measured at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
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 assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	39		37

3. Intangible assets

	Development costs		Total
	£		£
Cost
At 01 January 2024	0		0
Additions	497,281		497,281
At 31 December 2024	497,281		497,281
Accumulated amortisation
At 01 January 2024	0		0
At 31 December 2024	0		0
Net book value
At 31 December 2024	497,281		497,281
At 31 December 2023	0		0

Amortisation of development costs will commence once the asset is ready for intended use in accordance with FRS 102.

4. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	908,420
At 31 December 2024	908,420
Carrying value at 31 December 2024	908,420
Carrying value at 31 December 2023	908,420

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023	Held
LawAdvisor Pty. Ltd	Tower 4/727 Collins St, Docklands VIC 3008, Australia	Software development	Ordinary	100.00%	100.00%	Direct
LegalEye Technologies Ltd.	Level 3, 115 Golden Ln, London, England, EC1Y 0TJ	Software development	Ordinary	89.34%	89.15%	Direct
LawAdvisor International Ltd	Level 3, 115 Golden Ln, London, England, EC1Y 0TJ	Software development	Ordinary	88.24%	88.24%	Direct
LAVP Unipessoal Lda.	Rua Fialho de Almeida nº14 2º Esq - Office DH11, 1070-129 Avenidas Novas, Lisbon, Portugal	Software development	Ordinary	100.00%	100.00%	Direct
LawAdvisor Ltd	Level 3, 115 Golden Ln, London, England, EC1Y 0TJ	Software development	Ordinary	77.06%	77.06%	Indirect
Fibonacci Technologies Ltd	Level 3, 115 Golden Ln, London, England, EC1Y 0TJ	Software development	Ordinary	100.00%	100.00%	Indirect
Fibonacci Services Limited	Level 3, 115 Golden Ln, London, England, EC1Y 0TJ	Software development	Ordinary	100.00%	100.00%	Indirect

5. Debtors

	2024		2023
	£		£
Corporation tax	104,437		0
Other taxation and social security	13,339		368
Other debtors	9,335		6,842
	127,111		7,210

Included within other debtors is £1 (2023: £1) of unpaid share capital.

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	13,982		647
Amounts owed to Group undertakings	1,704,822		626,999
Other taxation and social security	26,012		0
Other creditors	8,027		558
	1,752,843		628,204

Amounts owed to Group undertakings are repayable on demand and do not bear interest.

7. Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the Group of companies of which the Company is a wholly owned member.

The total aggregate directors remuneration for the year was £68,715 (2023: £71,535).

8. Events after the Balance Sheet date

On 31 October 2025, subsequent to the balance sheet date, the Company changed its name from Lawadvisor Ventures Ltd to Counsel Universe Ltd.

9. Ultimate controlling party

The ultimate controlling party is Blantyre Chelsea Pty Ltd by virtue of its shareholdings.