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Registered number: 02072576
CHANGEVENTURE LIMITED
REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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REGISTERED NUMBER:02072576
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CHANGEVENTURE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Current asset investments
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 August 2026.
The notes on pages 2 to 4 form part of these financial statements.
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CHANGEVENTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Changeventure Limited is a private company limited by shares incorporated in the UK and registered in England and Wales at 24 Old Queen Street, London SW11 9HP.
2.Accounting policies
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Basis of preparation of financial statements
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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 requirements and the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
At 31 December 2025 the company had net current liabilities of €3,893,286. Of these current liabilities €8,714,798 relates to loans and other balances due to the company's shareholders (see note 7) which are technically repayable on demand.
In light of the disposal of the Company's main asset during the year ended 31 December 2024, the directors are endeavouring to conclude ongoing contentious disputes, settle the Company’s liabilities to the extent that funds are available and will then seek to close the Company in an orderly manner. As such the financial statements have been prepared on a basis other than going concern.
This alternative basis requires the directors to consider the Company’s position at the balance sheet date in light of the change in circumstances, assessing whether the Company’s reported assets are disclosed at their recoverable value, whether any provisions are required in respect of contractual commitments that are considered onerous at the balance sheet date, and reclassifying assets and
liabilities as falling due within one year as appropriate.
Interest income is recognised in profit or loss using the effective interest method.
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.
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Cash and cash equivalents
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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.
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.
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CHANGEVENTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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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.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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The average monthly number of employees, including directors, during the year was 2 (2024 - 2).
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Disposal proceeds receivable
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Current asset investments
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CHANGEVENTURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Related party transactions
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At 1 January 2025, an amount of €5,745,381 (1 January 2024: €5,616,538) was due to Waterfront Estate SA, the company's immediate parent undertaking. The amount outstanding at the balance sheet date and included in other loans was €5,745,381 (2024: €5,475,381).
At 1 January 2025, an amount of €2,969,417 (1 January 2024: €2,969,417) was due to Milanda SA, the latter being a significant shareholder. The amount outstanding at the balance sheet date and included in other loans was €2,969,417 (2024: €2,969,417).
An additional amount of €16,891 (2024: €16,891) was due to Milanda SA at the balance sheet date and is included in other creditors.
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