Company No: 05466665 (England and Wales)

Contents

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

DIRECTOR

R J L Wurfbain

SECRETARY

C D Eddis

REGISTERED OFFICE	11th Floor 30 Crown Place
	London
	EC2A 4EB
	United Kingdom

COMPANY NUMBER

05466665 (England and Wales)

AUDITOR	Dixon Wilson Audit Services LLP
	Statutory Auditor
	22 Chancery Lane
	London
	WC2A 1LS

	Note	2024		2023
		£		£
				Restated - note 2
Fixed assets
Tangible assets	4	2,619,044		2,674,448
		2,619,044		2,674,448
Current assets
Debtors	5	4,455,632		4,285,194
Cash at bank and in hand		4,978		4,311
		4,460,610		4,289,505
Creditors: amounts falling due within one year	6	( 5,367,758)		( 4,924,016)
Net current liabilities		(907,148)		(634,511)
Total assets less current liabilities		1,711,896		2,039,937
Creditors: amounts falling due after more than one year	7	( 1,500,000)		( 1,500,000)
Net assets		211,896		539,937
Capital and reserves
Called-up share capital		1		1
Profit and loss account		211,895		539,936
Total shareholder's funds		211,896		539,937

The 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 Profit and Loss Account has not been delivered.

The financial statements of Ventures Capital Limited (registered number: 05466665) were approved and authorised for issue by the Director on 06 May 2026. They were signed on its behalf by:

R J L Wurfbain 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

Ventures Capital Limited (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 11th Floor, 30 Crown Place, London, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, 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

At the year end, the company had net current liabilities of £907,148. The company is reliant on the continued financial support of the director to continue as a going concern, as well as the recoverability of the loan to the parent company, Ventures Developments Limited. The director has confirmed that he will continue to provide support to the company for at least a period of 12 months from the date of approval of the accounts, and recoverability of the loan to the parent is not in doubt due to the strong performance of the ultimate receiver of the loan. On this basis the accounts have therefore been prepared on a going concern basis.

Foreign currency

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are re-translated at the rate on the date when the fair value is re-measured.

Turnover

Turnover is stated net of VAT. Income from the sale of livestock is recognised in the period in which the livestock is sold. Income from subsidies is recognised as other operating income in the period to which the subsidies relate.

Rental income from furnished holiday lets is recognised over the period the property is rented, and is shown within turnover.

Taxation

Current tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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.

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings	10 years straight line
Plant and machinery etc.	25 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial liabilities or equity instruments. 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 measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Equity instruments are measured at cost.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

2. Prior year adjustment

The 2021 and 2022 Profit or Loss Account and Balance Sheet have been restated to correct an understatement of profit and an overstatement of other creditors in the financial statements. In 2021, the restatement increased the profit and loss account by £7,907 and decreased other creditors by the same amount. In 2022, the restatement will increase the profit and loss account by £18,270, and decrease other creditors by £18,270. As a result of the adjustments, corporation tax has been reduced by £1,589 in 2023, and the other debtors adjusted accordingly.

The 2023 Profit or Loss Account and Balance Sheet have been amended to correct an understatement of profit and an overstatement of other creditors in the financial statements. The amendment increases the profit and loss account by £30,377 and increases other creditors by £30,377.

		As previously reported		Adjustment		As restated
Year ended 31 December 2023		£		£		£
Profit and loss account		(481,793)		(58,143)		(539,936)
Creditors due within one year		(4,980,570)		56,554		(4,924,016)
Debtors		4,283,605		1,589		4,285,194

3. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year	3		3

4. Tangible assets

	Land and buildings		Plant and machinery etc.		Total
	£		£		£
Cost
At 01 January 2024	3,619,949		387,681		4,007,630
Additions	0		12,373		12,373
At 31 December 2024	3,619,949		400,054		4,020,003
Accumulated depreciation
At 01 January 2024	984,352		348,830		1,333,182
Charge for the financial year	54,931		12,846		67,777
At 31 December 2024	1,039,283		361,676		1,400,959
Net book value
At 31 December 2024	2,580,666		38,378		2,619,044
At 31 December 2023	2,635,597		38,851		2,674,448

5. Debtors

	2024		2023
	£		£
Amounts owed by parent undertakings (note 9)	4,450,157		4,281,678
Prepayments	3,886		0
VAT recoverable	0		1,927
Corporation tax	1,589		1,589
	4,455,632		4,285,194

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	30,184		9,763
Amounts owed to parent undertakings (note 9)	164,760		164,760
Amounts owed to related parties (note 9)	5,152,839		4,729,202
Other taxation and social security	9,277		0
Other creditors	10,698		20,291
	5,367,758		4,924,016

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

	2024		2023
	£		£
Bank loans	1,500,000		1,500,000

The bank loan is secured by a fixed charge and negative pledge over the company's land and buildings.

8. Contingencies

Contingent liabilities

	2024		2023
	£		£
Total contingent liabilities	340,000		0

The Company may be subject to a full or partial clawback of previously allocated profit shares of approximately £340,000 in respect of its former membership of Vantage Capital Markets LLP. Additionally, there may be further possible adjustments to other historic profit allocations from Vantage Capital Markets LLP. These potential adjustments cannot be quantified at the date of approval of these financial statements, and may result in additional or reduced profit allocations being recognised. These matters were identified during the course of an intended change of control of Vantage Capital Markets LLP, which is expected to occur during the second calendar quarter of 2026, and the director anticipates that any potential adjustments will be agreed within the quarter following such change of control.

9. Related party transactions

Transactions with owners holding a participating interest in the entity

	2024		2023
	£		£
Ventures Developments Limited debtor	4,450,157		4,281,678
Ventures Developments Limited creditor	(164,760)		(164,760)

Ventures Developments Limited is the parent of Ventures Capital Limited. Interest is charged at 0.25% above SONIA and the loan is repayable on demand. During the year, interest of £67,197 (2023 - £71,020) was charged on the loan and no repayments (2023 - £131,184) were made during the year. At the balance sheet date the amount due from Ventures Developments Limited on a loan from Ventures Capital limited was £1,688,088 (2023 - £1,620,891).

Ventures Developments Limited has also issued loan notes to Ventures Capital Limited. The loan notes charge interest at the HMRC official rate of interest and are repayable on demand. During the year, interest of £53,374 (2023 - £53,189) was charged on the loan notes and foreign exchange gain of £47,908 (2023 - loss of £139,339) were recognised during the year. At the balance sheet date the amount due from Ventures Developments Limited on the loan notes was £2,762,069 (2023 - £2,660,786).

Ventures Developments Limited has also made a loan to the company. At the balance sheet date the amount due to Ventures Developments Limited was £164,760 (2023 - £164,760). The loan is interest free and repayable on demand.

Transactions with the entity's director

	2024		2023
	£		£
R J L Wurfbain	(1,328,374)		(1,043,036)

R J L Wurfbain is the director of Ventures Capital Limited. Net loans of £451,870 (2023 - £384,941 as restated) were advanced by the director in the year. Expenses of £194,611 (2023 - £235,457 as restated) were paid by the company on behalf of the director in the year. Interest of £28,079 (2023 - £25,879 as restated ) was charged on the loan during the year. The loan charges interest at the HMRC official rate of interest and is repayable on demand. At the balance sheet date the amount due to the director was £1,328,374 (2023 - £1,043,036 as restated).

Other related party transactions

	2024		2023
	£		£
Vantage Capital Markets LLP	(3,746,266)		(3,578,824)

Vantage Capital Markets LLP is a partnership in which Ventures Capital Limited has a member of key management personnel in common. Interest of £167,442 (2023 - £150,142) was accrued during the year. Interest is payable at SONIA plus 0.25% and is repayable on demand. At the balance sheet date the amount due to Vantage Capital Markets LLP was £3,746,266 (2023 - £3,578,824 ).

VCM Fund Management LLP is a partnership in which Ventures Capital Limited is a corporate partner. At the balance sheet date the amount due to Vantage Capital Markets FM was £78,199 (2023 - £78,199).

10. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2024 was unqualified.

In their report the auditors emphasised the following matter without qualifying their report: We draw attention to Note 8 of the financial statements, which describes potential adjustments to historic profits allocated to the company. Our opinion is not modified in respect of this matter.

The audit report was signed by Steven Wakefield on behalf of Dixon Wilson Audit Services LLP.

11. Ultimate controlling party

Parent Company:

Ventures Developments Limited

Palm Grove House, Road Town, Tortola, British Virgin Islands

As of 16 October 2025 Ventures Developments Limited is no longer the ultimate controlling party and is instead wholly owned by an individual shareholder.