1.
General Information
Aventur Group Ltd
is a private company, limited by shares, incorporated in England & Wales, registered number
13099489
. The registered office is The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.
The principal activity of the company continues to be software and information technology development.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
The company has taken advantage of the exemption provided by Section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as the group qualifies as a small group, as defined by Section 383 of the Companies Act 2006. As such, these financial statements present information about the company as an individual entity and not about its group.
2.2.
Going Concern Disclosure
The directors have prepared cash flow forecasts covering at least 12 months from the date of approval of these financial statements and are satisfied that the Company will be able to meet its liabilities as they fall due. Since the year end, the Company has secured additional funding through a combination of convertible loan notes, equity and further committed investment, with ongoing support from shareholders. Based on current forecasts, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have therefore prepared the financial statements on a going concern basis.
2.3.
Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets comprise software development costs, which are amortised to the profit and loss account on a straight line basis at 10%.
2.4.
Research and Development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised to 10% on a straight line basis over their expected useful economic lives, for 10 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.
2.5.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Fixtures & Fittings |
|
2.6.
Investment Properties
All investment properties are carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided for. Changes in fair value are recognised in the profit and loss account.
Aventur Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.7.
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.
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.
2.8.
Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.9.
Taxation
Income tax represents the amount of corporation tax receivable or payable for the accounting period.
The company incurred a loss for the year. The tax credit recognised of £58,225 (2024: £89,379) relates wholly to research and development tax credits receivable under the corporate R&D relief regime.
No current corporation tax arises on trading results for the year.
2.10.
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 in finance costs in profit or loss in the period in which it arises.
2.11.
Share Based Payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 9 (2024: 4)
Aventur Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
4.
Intangible Assets
| Development Costs | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 January 2025 |
|
||
| Additions |
|
||
| As at 31 December 2025 |
|
||
| Amortisation | |||
| As at 1 January 2025 |
|
||
| Provided during the period |
|
||
| As at 31 December 2025 |
|
||
| Net Book Value | |||
| As at 31 December 2025 |
|
||
| As at 1 January 2025 |
|
||
5.
Tangible Assets
| Fixtures & Fittings | |
|---|---|
| £ | |
| Cost | |
| As at 1 January 2025 |
|
| Additions |
|
| As at 31 December 2025 |
|
| Depreciation | |
| As at 1 January 2025 |
|
| Provided during the period |
|
| As at 31 December 2025 |
|
| Net Book Value | |
| As at 31 December 2025 |
|
| As at 1 January 2025 |
|
6.
Investments
| Subsidiaries | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 1 January 2025 |
|
| Additions |
|
| Other |
( |
| As at 31 December 2025 |
|
...CONTINUED
Aventur Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
| Provision | |
| As at 1 January 2025 |
|
| As at 31 December 2025 |
|
| Net Book Value | |
| As at 31 December 2025 |
|
| As at 1 January 2025 |
|
7.
Debtors
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Amounts owed by participating interests | 23,096 | - | |
| Other debtors | 47,621 | 29,600 | |
|
|
|
||
8.
Creditors: Amounts Falling Due Within One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Bank loans and overdrafts |
|
|
|
| Amounts owed to group undertakings |
|
|
|
| Other creditors | 8,131 | 125,638 | |
| Taxation and social security |
|
|
|
|
|
|
||
9.
Creditors: Amounts Falling Due After More Than One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans |
|
|
|
Included within bank loans is a secured loan with an outstanding balance of £426,033 at 31 December 2025, of which £113,379 falls due within one year and £312,654 falls due after more than one year. The loan is secured by way of fixed and floating charges granted in favour of Vertus Capital SPV1 Limited over the assets of this company and Aventur Wealth Ltd.
10.
Related Party Transactions
During the year the company entered into the following transactions with related parties:
|
Related party
|
Relationship
|
Amount
|
Balance outstanding
|
||
|
2025
|
2024
|
2025
|
2024
|
||
|
£
|
£
|
£
|
£
|
||
|
Aventur Wealth Ltd
|
Subsidiary undertaking
|
(401,739)
|
(206,309)
|
(1,080,121)
|
(678,382)
|
|
Aventur Estate Planning Ltd
|
Subsidiary undertaking
|
(4,186)
|
(4,220)
|
(6,406)
|
(2,220)
|
|
Cintri Ltd
|
Other related party
|
-
|
-
|
300
|
300
|
|
The Lockheed Group Ltd
|
Other related party
|
-
|
-
|
22,796
|
22,796
|
The loans above are repayable on demand and no interest is charged on the outstanding balance.
Aventur Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
11.
Controlling Party
The company does not have an ultimate controlling party as no individual or entity exercises control over the company.
12.
Share Based Payments
The company operates an EMI share option scheme under which options over ordinary B shares of Aventur Group Ltd are granted to members of senior management and other employees of both Aventur Group Ltd and its subsidiary, Aventur Wealth Ltd. The options are exercisable only upon an exit event, being either a sale of the company or a public listing. The fair value of the options granted has been measured using the Black‑Scholes option pricing model.
The table below sets out the number of share options outstanding and the weighted average exercise price (WAEP), together with movements during the year.
|
Options
|
2025
|
2025
|
2024
|
2024
|
|
No.
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
WAEP £
|
No.
|
WAEP £
|
|
|
Brought forward as at 1 January 2025
|
867,660
|
0.55
|
867,660
|
0.55
|
|
Lapsed during the year
|
(54,791)
|
0.55
|
-
|
-
|
|
Exercised during the year
|
-
|
-
|
-
|
-
|
|
Granted during the year
|
-
|
-
|
-
|
-
|
|
Outstanding as at 31 December 2025
|
812,869
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> <line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
0.55
|
867,660
|
0.55
|
|
Exercisable as at 31 December 2025
|
720,726
|
0.55
|
599,021
|
0.55
|
During the year a net credit of £346 (2024: charge of £421,800) was recognised in the profit and loss account in respect of share based payment arrangements.
An amount of £21,526 (2024: £84,661) relating to employees of Aventur Wealth Ltd was recognised as a capital contribution and credited as an increase in the investment in subsidiary undertakings.