Company registration number 08098061 (England and Wales)
ENTERPRISE PROJECTS VENTURES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
ENTERPRISE PROJECTS VENTURES LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
ENTERPRISE PROJECTS VENTURES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
3
841
1,752
Investments
4
-
0
8,886
841
10,638
Current assets
Stocks
9,403
49,997
Debtors
5
100,378
481,917
Cash at bank and in hand
241,250
1,894,005
351,031
2,425,919
Creditors: amounts falling due within one year
6
(2,761,408)
(558,011)
Net current (liabilities)/assets
(2,410,377)
1,867,908
Total assets less current liabilities
(2,409,536)
1,878,546
Creditors: amounts falling due after more than one year
7
(185,000)
(2,958,909)
Net liabilities
(2,594,536)
(1,080,363)
Capital and reserves
Called up share capital
9
411
411
Share premium account
7,929,482
7,929,482
Equity reserve
67,729
67,729
Profit and loss reserves
(10,592,158)
(9,077,985)
Total equity
(2,594,536)
(1,080,363)

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

The financial statements were approved by the board of directors and authorised for issue on 19 February 2026 and are signed on its behalf by:
T Chambers
Director
Company registration number 08098061 (England and Wales)
ENTERPRISE PROJECTS VENTURES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
334
6,036,355
50,978
(6,985,361)
(897,694)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(2,514,329)
(2,514,329)
Issue of share capital
9
77
-
0
-
-
77
Issue of convertible loan
-
-
67,729
-
67,729
Conversion of loan to shares
9
-
0
1,893,127
(50,978)
-
1,842,149
Credit to equity for equity settled share-based payments
8
-
-
-
421,705
421,705
Balance at 31 December 2023
411
7,929,482
67,729
(9,077,985)
(1,080,363)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(1,679,554)
(1,679,554)
Credit to equity for equity settled share-based payments
8
-
-
-
165,381
165,381
Balance at 31 December 2024
411
7,929,482
67,729
(10,592,158)
(2,594,536)
ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Enterprise Projects Ventures Limited is a private company limited by shares incorporated in England and Wales. The registered office is 86-90 Paul Street, London, EC2A 4NE.

1.1
Accounting convention

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 a mounts 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.

1.2
Going concern

The Company has reported net losses of £true 1.68 m for the year ended 31 December 202 4 and has net liabilities at the year end date of £2.59 m.

As of the approval date of these financial statements, management had secured additional funding of €4 00,000 in 2024; €2 00,000 of this funding was received in early 2025 with the remainder scheduled to be received in early 2026. A further €2 00,000 is anticipated to be received from another investor in 2026.

This is further supported by additional financing options, including a €3.9 million inventory financing and long-term debt facility, contingent upon the successful implementation of the company’s strategic sales model, from which €178,000 has been utilised so far in 2025 to finance two projects.

Management have also implemented cost-cutting measures to strengthen the company's financial runway as supported by the financing options set out above. This funding strategy reflects management's confidence in the Company’s ability to sustain operations and maintain financial viability in the foreseeable future.

However despite these actions and in light of the above financial position of the company, the directors recognise that the ongoing operations of the company are dependent on the success of a number of factors including securing sales to new customers, collection of customer debts, strict cost control and the success of the planned financing arrangements, and therefore are of the opinion that there exists a material uncertainty relating to going concern.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.4
Tangible fixed assets

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:

Computers
3 years straight line
Motor vehicles
3 years straight line

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.

1.5
Fixed asset investments

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.

1.6
Impairment of fixed assets

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.

ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -

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.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

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

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.

ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
Classification of financial liabilities

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

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 paymen ts 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. A m ounts 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.

1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.11
Equity instruments

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.

1.12
Employee benefits

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.

1.13
Share-based payments

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 using the Black-Scholes model. 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.

ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -

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.

1.14
Government grants

G rants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

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

2024
2023
Number
Number
Total
7
9
ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
3
Tangible fixed assets
Computers
Motor vehicles
Total
£
£
£
Cost
At 1 January 2024
5,264
13,185
18,449
Additions
493
-
0
493
Disposals
-
0
(13,185)
(13,185)
At 31 December 2024
5,757
-
0
5,757
Depreciation and impairment
At 1 January 2024
3,512
13,185
16,697
Depreciation charged in the year
1,404
-
0
1,404
Eliminated in respect of disposals
-
0
(13,185)
(13,185)
At 31 December 2024
4,916
-
0
4,916
Carrying amount
At 31 December 2024
841
-
0
841
At 31 December 2023
1,752
-
0
1,752
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
-
0
8,886
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
8,886
Disposals
(8,886)
At 31 December 2024
-
Carrying amount
At 31 December 2024
-
At 31 December 2023
8,886
ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
25,578
75,476
Amounts owed by group undertakings
-
0
106,395
Other debtors
46,102
96,966
71,680
278,837
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
28,698
203,080
Total debtors
100,378
481,917

Included in other debtors are amounts due from customers under finance arrangements of £67,783 (202 3: £293,293) split between amounts falling due within one year and amounts falling due after more than one year. Balances owed attract interest rates between 8-10% per annum and have repayment terms between three to five years.

6
Creditors: amounts falling due within one year
2024
2023
£
£
Other borrowings
2,618,365
71,415
Trade creditors
47,610
318,983
Taxation and social security
-
0
319
Other creditors
74,173
139,568
Accruals and deferred income
21,260
27,726
2,761,408
558,011
7
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Convertible loans
-
0
2,745,947
Other borrowings
-
0
27,962
Other creditors
185,000
185,000
185,000
2,958,909
ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Creditors: amounts falling due after more than one year
(Continued)
- 10 -

In 2022, the company took out a credit facility of up to $500,000 USD and an amount of $144,290 was drawn down on this facility. The balance attracts interest at 10% per annum and is repayable over a three year period. The balance on this facility was repaid during the year and amounts outstanding at year end are nil. (2023: £99,377 included in other borrowings)

In 2022, convertible loan notes were issued to a number of funders in an amount of €1.51m. The notes accrued interest of 10% in the first 12 months and 12% thereafter to a maximum term of 2 years, with interest being payable on maturity of the notes. As a compound financial instrument the estimated equity element is included as equity in other reserves with the debt element included above as amounts falling due after more then one year. There notes underwent conversion to equity in 2023.

In 2023, convertible loan notes were issues to a number of funders in an amount €3.2m. The notes accrue interest at 12% per annum and have a maturity date of between two and three years. As a compound financial instrument the estimated equity element is included as equity in other reserves with the debt element included above as amounts falling due after more then one year. Additional amounts were advanced during the year totaling £296,233 and amounts were repaid totaling £751,503.

Andrews Charitable Trust (ACT)

Andrews Charitable Trust (ACT) provided a grant of total £200,000 to Enterprise Projects Ventures Limited in 2014 and 2015.

The terms of the contract agreed with ACT require that the grant be converted to a loan, once revenues from the sale of InspiraFarms units reach an annual total of £1,500,000, as shown in the annual audited financial statements. Thereafter, repayment must be made at a rate of 1% of that annual revenue figure. The contract does not include the accrual of any interest charges.

In 2022 it was anticipated that sales revenues would exceed this annual total in the next 12 months and therefore a liability of £200,000 was recognised in this respect. An amount of £15,000 is included in other creditors falling due in less than one year and the remaining £185,000 is included in other creditors falling due after more than one year.

8
Share-based payment transactions

The company operates an unapproved share option scheme for the benefit of key employees. Under this scheme share options are granted over ordinary shares of £0.001 each at an exercise price of £0.001. The share options vest over a period of time based on the length of service completed by the employees.

The details of share options outstanding at 31 December 2024 are as follows:

Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
54,458
46,089
-
0
-
0
Granted
-
0
8,369
-
0
-
0
Forfeited
(3,237)
0
-
0
-
0
-
0
Outstanding at 31 December 2024
51,221
54,458
-
0
-
0
Exercisable at 31 December 2024
43,653
37,993
-
0
-
0
ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Share-based payment transactions
(Continued)
- 11 -

Under the rules of the scheme, vested share options become exercisable upon an exit event or they may be exercised at the end of each financial year, if approved by the Board of Directors. An exit event is defined as a change of control, IPO or liquidation event.

In the event that an employee leaves the employment of the company, the share options are forfeited and a cancellation amount paid in accordance with good and bad leaver provisions as set out in the share option plan rules. All share options granted are non-transferable under the rules of the scheme, other than in the event of death, in which they are transferred to the beneficiary.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £165,381 (2023 - £421,705) which related to equity settled share based payment transactions.

9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
100,000
100,000
100
100
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
A Preference shares of 0.1p each
40,000
40,000
40
40
A2 Preference shares of 0.1p each
96,121
96,121
96
96
B Preference shares of 0.1p each
175,607
175,607
175
175
311,728
311,728
311
311
Preference shares classified as equity
311
311
Total equity share capital
411
411

The company has four classes of shares: Ordinary, A Preference, A2 Preference and B Preference.

Ordinary shares each carry the right to one vote and carry an equal right in respect of dividends.

A, A2 and B preference shares carry the right to a number of votes equal to the number of ordinary shares then issuable upon its conversion into ordinary shares. Each preference share carries a right to dividends to be paid on an as-if-converted to ordinary share basis. Preference shares are not redeemable at the option of the shareholder but may be converted to ordinary shares.

ENTERPRISE PROJECTS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
10
Audit report information

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 and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.

Senior Statutory Auditor:
Christopher Cairns BSc FCA
Statutory Auditor:
Alliotts LLP
Date of audit report:
20 February 2026
11
Related party transactions

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
-
106,394

The following amounts were recognised as an expense in the period in respect of bad and doubtful debts due from related parties:

2024
2023
£
£
Entities over which the entity has control, joint control or significant influence
3,035
21,426
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