Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-312025-12-31false6the operation of an online platform for connecting investors and early stage companies seeking to raise capital32025-01-01falsefalsefalse 10992526 2025-01-01 2025-12-31 10992526 2024-01-01 2024-12-31 10992526 2025-12-31 10992526 2024-12-31 10992526 2024-01-01 10992526 1 2025-01-01 2025-12-31 10992526 1 2024-01-01 2024-12-31 10992526 1 2025-01-01 2025-12-31 10992526 e:Director1 2025-01-01 2025-12-31 10992526 e:Director2 2025-01-01 2025-12-31 10992526 e:RegisteredOffice 2025-01-01 2025-12-31 10992526 e:Agent1 2025-01-01 2025-12-31 10992526 d:FurnitureFittings 2025-01-01 2025-12-31 10992526 d:FurnitureFittings 2025-12-31 10992526 d:FurnitureFittings 2024-12-31 10992526 d:FurnitureFittings d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 10992526 d:OfficeEquipment 2025-01-01 2025-12-31 10992526 d:OfficeEquipment 2025-12-31 10992526 d:OfficeEquipment 2024-12-31 10992526 d:OfficeEquipment d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 10992526 d:OtherPropertyPlantEquipment 2025-01-01 2025-12-31 10992526 d:OtherPropertyPlantEquipment 2025-12-31 10992526 d:OtherPropertyPlantEquipment 2024-12-31 10992526 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 10992526 d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 10992526 d:CurrentFinancialInstruments 2025-12-31 10992526 d:CurrentFinancialInstruments 2024-12-31 10992526 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 10992526 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 10992526 d:ReportableOperatingSegment1 2025-01-01 2025-12-31 10992526 d:ReportableOperatingSegment1 2024-01-01 2024-12-31 10992526 d:ReportableOperatingSegment2 2025-01-01 2025-12-31 10992526 d:ReportableOperatingSegment2 2024-01-01 2024-12-31 10992526 f:UnitedKingdom 2025-01-01 2025-12-31 10992526 f:UnitedKingdom 2024-01-01 2024-12-31 10992526 f:RestWorldOutsideUK 2025-01-01 2025-12-31 10992526 f:RestWorldOutsideUK 2024-01-01 2024-12-31 10992526 d:ShareCapital 2025-01-01 2025-12-31 10992526 d:ShareCapital 2025-12-31 10992526 d:ShareCapital 2024-01-01 2024-12-31 10992526 d:ShareCapital 2024-12-31 10992526 d:ShareCapital 2024-01-01 10992526 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 10992526 d:RetainedEarningsAccumulatedLosses 2025-12-31 10992526 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 10992526 d:RetainedEarningsAccumulatedLosses 2024-12-31 10992526 d:RetainedEarningsAccumulatedLosses 2024-01-01 10992526 e:OrdinaryShareClass1 2025-01-01 2025-12-31 10992526 e:OrdinaryShareClass1 2025-12-31 10992526 e:OrdinaryShareClass1 2024-12-31 10992526 e:FRS102 2025-01-01 2025-12-31 10992526 e:Audited 2025-01-01 2025-12-31 10992526 e:FullAccounts 2025-01-01 2025-12-31 10992526 e:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 10992526 d:WithinOneYear 2025-12-31 10992526 d:WithinOneYear 2024-12-31 10992526 d:BetweenOneFiveYears 2025-12-31 10992526 d:BetweenOneFiveYears 2024-12-31 10992526 g:Euro 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 10992526









VENTUREBEAM MARKETS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
VENTUREBEAM MARKETS LIMITED
 
 
COMPANY INFORMATION


Directors
Thomas Davies 
Monika Karu 




Registered number
10992526



Registered office
10 Lower Thames Street

London

England

EC3R 6AF




Independent auditors
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

Radius House

51 Clarendon Road

Watford

Hertfordshire

WD17 1HP




Bankers
LHV Pank
1 Angel Court

London

EC2R 7HJ





 
VENTUREBEAM MARKETS LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Analysis of net debt
14
Notes to the financial statements
15 - 26


 
VENTUREBEAM MARKETS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present the Strategic report for Venturebeam Markets Limited ("the Company") for the year ended 31 December 2025

Business review
 
The principal activity of the Company during the year was the operation of two online investment platforms. The Company’s activities are regulated by the Financial Conduct Authority (“FCA”).

The Company operates under the core values of Integrity First, Impact-Driven, Championing Founders, Excellence at Speed and Collaborative by Nature, ensuring these principles are embedded in all its activities.

The Company operates two online platforms for distinct client segments under separate brands:
 
The Funderbeam platform is tailored for retail clients. Through the operation of the Funderbeam platform, the Company receives and transmits orders of one or more financial instruments admitted to the recognised Funderbeam trading marketplace in Singapore, where orders are executed. The Company did not provide any fundraising services through the Funderbeam platform.  
The Venturebeam platform is designed for institutional and professional clients on an invitation only basis, providing capital-raising services, with a focus on impact-driven companies that demonstrate proven financial performance, typically from Series A funding rounds and beyond.

The Company’s turnover is primarily generated from fees paid by companies that complete successful capital raising on the platform. The results for the year and the financial position of the Company at the end of the year are set out on pages 10 - 11 and are considered satisfactory by the directors.

The Company’s annual revenue fell to €27,720 (2024: €199,247). This reflects the Company’s ongoing recovery from market-wide factors, such as the invasion of Ukraine and the wider economic downturn, which had a significant negative impact on the Company’s performance in prior years. This is coupled with a shift in focus from retail investors to institutional investors.

Throughout 2025, the Company continued to implement strict cost control measures despite the fall in revenue during year, resulting in a net loss for the year of €930,586 (2024: €1,039,381).

Overall, the results for the year reflect the current growth stage of the Company, and the directors expect the Company to generate significant revenue growth in 2026 and continue its trajectory toward profitability.

Page 1

 
VENTUREBEAM MARKETS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
The Company has exposure to three main areas of risk: foreign exchange risk, liquidity risk and concentration risk. 

Foreign exchange transactional currency exposure

The Company's functional and presentation currency is Euro. However, being domiciled in the United Kingdom means that it incurs a meaningful proportion of its expenses in Pound Sterling. Furthermore, since the launch of the MIFIDPRU regime, the FCA requires all firms to report in Pound Sterling, as opposed to Euro or the US
dollar. 

As a result, there is ongoing exposure to foreign exchange risk. However, the directors do not consider it necessary to actively hedge exchange rates, but do monitor these on an ongoing basis. As the business grows in the UK, it will generate turnover in Pounds Sterling, offering a natural hedge to the currency of the cost base.

Liquidity risk

The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company ensures it has sufficient autonomy over cash outflows to manage this risk and expects to meet its future financial obligations through operating cash flows. It is able to call upon the support of its parent company, Venturebeam Limited, for additional funding as needed.

Concentration risk

The Company is exposed to concentration risk in several ways. Whilst it is growing its revenues from a low base, it carries concentration risk from a relatively small number of fee-paying clients. The Company expects this risk to reduce as it grows its client base. The Company is also potentially exposed to concentration risk from its banking partners. To mitigate this risk, the Company has increased the number of its banking partners (including outside the UK and the EEA), to provide alternatives for holding its own funds and client monies. The Company reviews annually the credit ratings of the banks it uses, to ensure this risk is effectively mitigated.

Financial key performance indicators
 
The Board monitors the progress of the Company by reference to the following key performance indicators
("KPI's"):

ole567d.png

The directors review a range of KPl's on a regular basis to monitor the performance of the Company. These include net assets, turnover, funds raised by early stage companies on the platform and the number of clients. This ongoing review is integral to maintaining the performance of the Company.

Future developments
 
The directors do not foresee any significant changes to the business or its operations.

Page 2

 
VENTUREBEAM MARKETS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Company
 
The Board of Directors of Venturebeam Markets Limited consider, both individually and collectively, that they
acted in ways that they believe in good faith to be most likely to promote the success of the Company for the
benefit of its members as a whole (having regard to the stakeholders and other matters set out in Sl 72(1) of the Act) in the decisions made during the year ended 31 December 2025. The directors recognise their colleagues as their most important assets and aim to be a responsible employer in their approach to pay and benefits their employees receive. The health, safety and wellbeing of their colleagues are of the highest importance and ensuring these is one of their primary considerations in the way they do business. The directors also aim to act responsibly and fairly in their engagement with suppliers, regulators, bankers and insurers. All suppliers are paid in accordance with their agreed terms. The directors respond quickly and fully to queries from regulators, bankers and insurers as required. The directors always intend to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. The directors recognised that the maintenance of their good reputation, founded on responsible behaviour is fundamental to their continuing ability to achieve profitable growth for the benefit of all their stakeholders in the future.


This report was approved by the board and signed on its behalf.



Thomas Davies
Director

Date: 24 April 2026

Page 3

 
VENTUREBEAM MARKETS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to 930,586 (2024: loss 1,039,381).

The directors have not recommended a dividend (2024: €Nil).

Directors

The directors who served during the year were:

Thomas Davies 
Monika Karu 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 4

 
VENTUREBEAM MARKETS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditorsHillier Hopkins LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Thomas Davies
Director

Date: 24 April 2026

Page 5

 
VENTUREBEAM MARKETS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM MARKETS LIMITED
 

Opinion


We have audited the financial statements of Venturebeam Markets Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Analysis of net debt, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2025 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.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
VENTUREBEAM MARKETS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM MARKETS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
VENTUREBEAM MARKETS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM MARKETS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures undertaken and the extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;
the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to: 
°Identifying, evaluating and complying with laws and regulations, including FCA compliance and whether they were aware of any instances of non-compliance;
°detecting and responding to the risks of fraud and whether they have knowledge of any actual,
°suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK),
we are also required to perform specific procedures to respond to the risk of management override, including
testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006,
Financial Conduct Authority regulations and relevant tax legislation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 8

 
VENTUREBEAM MARKETS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM MARKETS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Samuel Hodson BSc ACA (Senior statutory auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
Radius House
51 Clarendon Road
Watford
Hertfordshire
WD17 1HP

24 April 2026
Page 9

 
VENTUREBEAM MARKETS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note

  

Turnover
 4 
27,720
199,247

Gross profit
  
27,720
199,247

Administrative expenses
  
(958,306)
(1,238,628)

Operating loss
 5 
(930,586)
(1,039,381)

Loss for the financial year
  
(930,586)
(1,039,381)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:Nil).

The notes on pages 15 to 26 form part of these financial statements.

Page 10

 
VENTUREBEAM MARKETS LIMITED
REGISTERED NUMBER: 10992526

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

As restated
2025
2024
Note

Fixed assets
  

Tangible assets
 10 
7,203
-

Current assets
  

Debtors: amounts falling due within one year
 11 
203,436
371,121

Cash at bank and in hand
 12 
294,251
131,668

  
497,687
502,789

Creditors: amounts falling due within one year
 13 
(56,232)
(48,545)

Net current assets
  
 
 
441,455
 
 
454,244

Total assets less current liabilities
  
448,658
454,244

  

Net assets
  
448,658
454,244


Capital and reserves
  

Called up share capital 
 14 
9,803,310
8,878,310

Profit and loss account
 15 
(9,354,652)
(8,424,066)

  
448,658
454,244


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Thomas Davies
Director

Date: 24 April 2026

The notes on pages 15 to 26 form part of these financial statements.

Page 11

 
VENTUREBEAM MARKETS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity



At 1 January 2024
7,778,310
(7,384,685)
393,625


Comprehensive income for the year

Loss for the year
-
(1,039,381)
(1,039,381)


Contributions by and distributions to owners

Shares issued during the year
1,100,000
-
1,100,000



At 1 January 2025
8,878,310
(8,424,066)
454,244


Comprehensive income for the year

Loss for the year
-
(930,586)
(930,586)


Contributions by and distributions to owners

Shares issued during the year
925,000
-
925,000


At 31 December 2025
9,803,310
(9,354,652)
448,658


The notes on pages 15 to 26 form part of these financial statements.

Page 12

 
VENTUREBEAM MARKETS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

As restated
2025
2024

Cash flows from operating activities

Loss for the financial year
(930,586)
(1,039,381)

Adjustments for:

Depreciation of tangible assets
532
74

(Gain)/Loss on disposal of tangible assets
-
(781)

Decrease/(increase) in debtors
169,325
(176,939)

(Increase)/decrease in amounts owed by groups
(1,640)
-

Increase/(decrease) in creditors
7,687
(26,470)

Net cash generated from operating activities

(754,682)
(1,243,497)


Cash flows from investing activities

Purchase of tangible fixed assets
(7,735)
-

Sale of tangible fixed assets
-
781

Net cash from investing activities

(7,735)
781

Cash flows from financing activities

Issue of ordinary shares
925,000
1,100,000

Net cash used in financing activities
925,000
1,100,000

Net increase/(decrease) in cash and cash equivalents
162,583
(142,716)

Cash and cash equivalents at beginning of year
131,668
274,384

Cash and cash equivalents at the end of year
294,251
131,668


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
294,251
131,668


The notes on pages 15 to 26 form part of these financial statements.

Page 13

 
VENTUREBEAM MARKETS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025




At 1 January 2025
Cash flows
At 31 December 2025



Cash at bank and in hand

131,668

162,583

294,251


131,668
162,583
294,251

The notes on pages 15 to 26 form part of these financial statements.

Page 14

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Venturebeam Markets Limited (formerly known as Funderbeam Markets Limited) is a private limited liability company incorporated and domiciled in England and Wales. The address of its registered office and principal place of business is 10 Lower Thames Street, London, England, EC3R 6AF. The principal activity of the Company during the year was the operation of an online platform for connecting investors and early stage companies seeking to raise capital. The Company's activities are regulated by the Financial Conduct Authority ("FCA").

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have prepared the financial statements on a going concern basis, having considered the nature of the Company, the ongoing interest in the business, and the ability of the Company to generate turnover post-year-end together with the appetite of new and existing investors to continue to inject cash into the Company.

For the year ended 31 December 2025, the Company generated a loss of €930,586 (2024: €1,039,381) and remains loss-making post-year-end. As of 31 December 2025, the Company had a cash balance excluding cash held on behalf of clients, of €294,251 (2024: €131,668). These key performance indicators highlight areas of risk, including the low level of cash in comparison to the expenditure incurred by the Group in the normal course of business and therefore its ability to meet its regulatory capital requirements and continue to discharge its liabilities as they fall due.

The Group is reliant on the support of its ultimate parent, VentureWave Limited, who provided a written confirmation of continued support covering a period of not less than 12 months from the date of approval of the financial statements to allow the Group meet its debts as they fall due. The directors are satisfied that Venturebeam Limited has the financial status and ability to honour this letter.

On the basis of the above considerations, the directors consider it appropriate to prepare these financial statements on a going concern basis.

Page 15

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Fundraising revenue
The Company primarily generates revenue for services performed on fund raising activities on early stage companies. Fees on services are recognised based on a fixed percentage of the total fund amounts raised once the Company's performance obligations have been completed i.e. upon completion of the fund raising exercise.

Page 16

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income 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 income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 17

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
33%
Office equipment
-
33%
Other fixed assets
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

We have restated the prior period balance due to a change in accounting policy. During the previous period the cash at bank and in hand balance included client funds held of €60,738 in note 12. These funds are held in segregated client accounts and are not available for use in the business. The amount owed to clients at the year end has been restated to be excluded from trade creditors in note 13. During the current period the cash at bank and in hand balance excludes the client funds held and the total balance shown above is for use within the business. The amounts owed to the client is also excluded from the trade creditors balance within note 13.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 19

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the date of the Statement of financial position and the amounts reported for revenues and expenses during the year.

Judgments in applying accounting policies
In applying the accounting policies described above, the directors have not identified any judgments that have had a significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty
In applying the accounting policies described above, the directors have not identified any key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment within the financial year.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024

Fundraising revenue
23,829
172,197

Other revenues
3,891
27,050

27,720
199,247


Analysis of turnover by country of destination:

2025
2024

United Kingdom
1,436
27,050

Rest of the world
26,284
172,197

27,720
199,247


Page 20

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Operating loss

The operating loss is stated after charging:

2025
2024

Depreciation of tangible fixed assets
532
74

Exchange differences
7,297
(572)

Other operating lease rentals
57,129
39,775

(Gain)/loss on disposal of tangible assets
-
(781)

Write-off of intercompany receivables
-
2,500


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
15,600
17,650

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024

Wages and salaries
434,349
357,618

Social security costs
45,097
44,626

Cost of defined contribution scheme
4,077
4,241

483,523
406,485


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration
3
6

Page 21

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Directors' remuneration

2025
2024

Directors' emoluments
230,938
109,977

Company contributions to defined contribution pension schemes
1,539
626

232,477
110,603


During the year retirement benefits were accruing to 1 director (2024: 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of 230,938 (2024: €109,971).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to 1,540 (2024: €626).


9.


Taxation


2025
2024




Tax on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 19% (2024:19%). The differences are explained below:

2025
2024


Loss on ordinary activities before tax
(930,586)
(1,039,381)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2024: 19%)
(176,811)
(197,482)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
782
4,110

Unrelieved tax losses carried forward
176,029
193,372

Total tax charge for the year
-
-

Page 22

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
9.Taxation (continued)


Factors that may affect future tax charges

At 31 December 2025, the Company has estimated taxable losses of €9,808,309 (2024: €8,876,766) carried forward.

There are no other factors that may affect future tax charges.


10.


Tangible fixed assets


Fixtures and fittings
Office equipment
Other fixed assets
Total




Cost or valuation


At 1 January 2025
283
16,197
-
16,480


Additions
-
-
7,735
7,735



At 31 December 2025

283
16,197
7,735
24,215



Depreciation


At 1 January 2025
283
16,197
-
16,480


Charge for the year on owned assets
-
-
532
532



At 31 December 2025

283
16,197
532
17,012



Net book value



At 31 December 2025
-
-
7,203
7,203



At 31 December 2024
-
-
-
-

Page 23

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Debtors

2025
2024


Trade debtors
2,093
173,817

Amounts owed by group undertakings
183,381
181,741

Other debtors
10,216
10,216

Prepayments and accrued income
7,746
5,347

203,436
371,121



12.


Cash and cash equivalents

As restated
2025
2024

Cash at bank and in hand
294,251
131,668


We have restated the prior period balance due to a change in accounting policy. During the previous period the cash at bank and in hand balance included client funds held of €60,738. These funds are held in segregated client accounts and are not available for use in the business. The amount owed to clients at the year end has been restated to be excluded from trade creditors in note 13.

During the current period the cash at bank and in hand balance excludes the client funds held of €58,126 and the total balance shown above is for use within the business. The amounts owed to the client is also excluded from the trade creditors balance within note 13.


13.


Creditors: Amounts falling due within one year

As restated
2025
2024

Trade creditors
4,769
989

Other taxation and social security
13,292
16,724

Accruals and deferred income
38,171
30,832

56,232
48,545




Page 24

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Share capital

2025
2024
Allotted, called up and fully paid



8,640,703 (2024: 7,825,402) Ordinary shares of 1.13455 each
9,803,310
8,878,310


On the 31st January 2025, the Company issued 44,070 Ordinary shares of €1.13455 at par value for a total consideration of €50,000.

On the 21st March 2025, the Company issued 88,140 Ordinary shares of €1.13455 at par value for a total consideration of €100,000.

On the 16th April 2025, the Company issued 88,140 Ordinary shares of €1.13455 at par value for a total consideration of €100,000.

On the 16th May 2025, the Company issued 132,211 Ordinary shares of €1.13455 at par value for a total consideration of €150,000.

On the 1st July 2025, the Company issued 88,140 Ordinary shares of €1.13455 at par value for a total consideration of €100,000.

On the 29th August 2025, the Company issued 374,597 Ordinary shares of €1.13455 at par value for a total consideration of €425,000.


15.


Reserves

Profit and loss account

The profit and loss account includes all current year and prior period profits and losses.


16.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to €4,077 (2024: €4,241). Contributions totaling €Nil (2024: €Nil) were payable to the fund at the reporting date.

Page 25

 
VENTUREBEAM MARKETS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024


Not later than 1 year
37,124
38,270

Later than 1 year and not later than 5 years
9,281
-

46,405
38,270


18.


Related party transactions

The company is a subsidiary of Venturebeam Ltd. As the parent company, Venturebeam Ltd publishes consolidated group accounts, the company has accordingly taken advantage of the exemption not to report transactions with other group members as permitted by FRS102 section 33.1A.

The directors are considered to be key management personnel, their remuneration has been disclosed in Note 8.


19.


Post balance sheet events

On the 30th of March 2026, the Company issued 176,281 Ordinary shares of €1.13455 at par for a total consideration of €200,000.


20.


Controlling party

The parent undertaking is Venturebeam Ltd, a company incorporated in England and Wales. 

These accounts are consolidated into the financial statements of Venturebeam Ltd. which is the smallest group undertaking to consolidate these financial statements. The consolidated statements are publicly available at 10 Lower Thames Street, London, England, EC3R 6AF

The ultimate parent company is VentureWave Limited.

Page 26