Ceviant Finance Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 13326419

Ceviant Finance Limited

Filleted Unaudited Financial Statements

31 December 2024

Ceviant Finance Limited

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	5	64,685	109,846
Tangible assets	6	5,694	10,339
Investments	7	770,702	393,550
		---------	---------
		841,081	513,735

Current assets

Stocks		–	24,006
Debtors	8	582,828	901,772
Cash at bank and in hand		–	678,405
		---------	------------
		582,828	1,604,183

Creditors: amounts falling due within one year	9	3,482,113	4,023,889
		------------	------------
Net current liabilities		2,899,285	2,419,706
		------------	------------
Total assets less current liabilities		( 2,058,204)	( 1,905,971)

Creditors: amounts falling due after more than one year	10	1,071,763	–
		------------	------------
Net liabilities		( 3,129,967)	( 1,905,971)
		------------	------------

Capital and reserves

Called up share capital	100	100
Profit and loss account	( 3,130,067)	( 1,906,071)
	------------	------------
Shareholders deficit	( 3,129,967)	( 1,905,971)
	------------	------------

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

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

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

Directors' responsibilities:

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

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

Ceviant Finance Limited

Statement of Financial Position (continued)

31 December 2024

These financial statements were approved by the board of directors and authorised for issue on 29 December 2025 , and are signed on behalf of the board by:

Mr A T Sawyerr	Mr K A Dabiri
Director	Director

Company registration number: 13326419

Ceviant Finance Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 58 Acacia Road, Suite 2/3, London, NW8 6AG.

2. Statement of compliance

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

3. Accounting policies

Basis of preparation

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

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

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Intangible assets

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

Amortisation

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

	Development costs	-	25% straight line

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

Research and development

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

Tangible assets

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

Depreciation

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

Fixtures and fittings	-	25% straight line
Computer equipment	-	25% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Investments in joint ventures

Investments in jointly controlled entities accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in jointly controlled entities accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the joint venture arising before or after the date of acquisition.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

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

Defined contribution plans

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

4. Employee numbers

The average number of persons employed by the company during the year amounted to 5 (2023: 5 ).

5. Intangible assets

	Development costs
	£
Cost
At 1 January 2024 and 31 December 2024	180,644
	---------
Amortisation
At 1 January 2024	70,798
Charge for the year	45,161
	---------
At 31 December 2024	115,959
	---------
Carrying amount
At 31 December 2024	64,685
	---------
At 31 December 2023	109,846
	---------

6. Tangible assets

	Fixtures and fittings	Equipment	Total
	£	£	£
Cost
At 1 January 2024 and 31 December 2024	2,957	15,618	18,575
	-------	--------	--------
Depreciation
At 1 January 2024	1,315	6,921	8,236
Charge for the year	740	3,905	4,645
	-------	--------	--------
At 31 December 2024	2,055	10,826	12,881
	-------	--------	--------
Carrying amount
At 31 December 2024	902	4,792	5,694
	-------	--------	--------
At 31 December 2023	1,642	8,697	10,339
	-------	--------	--------

7. Investments

	Shares in group undertakings	Shares in participating interests	Total
	£	£	£
Cost
At 1 January 2024	–	393,550	393,550
Additions	357,822	19,330	377,152
	---------	---------	---------
At 31 December 2024	357,822	412,880	770,702
	---------	---------	---------
Impairment
At 1 January 2024 and 31 December 2024	–	–	–
	---------	---------	---------

Carrying amount
At 31 December 2024	357,822	412,880	770,702
	---------	---------	---------
At 31 December 2023	–	393,550	393,550
	---------	---------	---------

8. Debtors

	2024	2023
	£	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	76,095	901,772
Other debtors	506,733	–
	---------	---------
	582,828	901,772
	---------	---------

9. Creditors: amounts falling due within one year

	2024	2023
	£	£
Bank loans and overdrafts	22	–
Amounts owed to group undertakings	186,028	861,511
Accruals and deferred income	8,667	–
Social security and other taxes	688	19,956
Shares classed as financial liabilities	3,283,799	3,134,707
Director loan accounts	2,108	1,947
Other creditors	801	5,768
	------------	------------
	3,482,113	4,023,889
	------------	------------

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

	2024	2023
	£	£
Other creditors	1,071,763	–
	------------	----

11. Related party transactions

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

	Transaction value		Balance owed by/(owed to)
	2024	2023	2024	2023
	£	£	£	£
Ceviant Payment Nigeria	( 825,677)	796,157	76,095	901,772
Ceviant Payments UK	763,998	( 861,511)	( 97,513)	( 861,511)
Ceviant Finance Nigeria	( 88,517)	–	( 88,517)	–
Denis O' Brien	( 1,071,763)	–	( 1,071,763)	–
	------------	---------	------------	---------

i Included in the Creditors falling due within one year there is loan taken from associated company Ceviant Payments UK of £ 97,513 (2023: £ 861,511).There are no fixed payment terms, and no interest is chargeable by the Company in respect of this balance. ii Included in the Creditors falling due within one year there is loan taken from associated company Ceviant Finance Nigeria of £ 88,517 (2023: £ Nil).There are no fixed payment terms, and no interest is chargeable by the Company in respect of this balance. iii Included in the Other debtors loan amount given to associated company Ceviant Payment Nigeria of £76,095 (2023: £ 901,772). There are no fixed payment terms, and no interest is chargeable by the Company in respect of this balance. iv During the year, the Company received an interest-free unsecured convertible loan of USD 1,341,333 (£1,071,763) from a major shareholder. The loan was advanced to fund the Company’s working capital requirements. The loan is repayable within 12 months of the Stabilisation Date and may be repaid by the Company at any time prior to that date without penalty. If, prior to repayment, the Company issues new equity to a third party at a pre-money valuation of not less than US$15 million, the shareholder has the option to convert any outstanding balance of the loan into equity of the Company. The detailed terms of any conversion, including the conversion price, ratio and class of shares, will be agreed between the parties at the date of conversion.