Aventur Group Ltd 31/12/2022 iXBRL

Aventur Group Ltd 31/12/2022 iXBRL

AVENTUR GROUP LTD - Company Information

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1 31/12/2022 2022-12-31 false false false false false false false false false false true false false true false false false false true true false No description of principal activities is disclosed 2022-01-01 Sage Accounts Production 21.0 - FRS102_2021 xbrli:pure xbrli:shares iso4217:GBP 13099489 2022-01-01 2022-12-31 13099489 2022-12-31 13099489 2021-01-01 2021-12-31 13099489 2021-12-31 13099489 core:IntangibleAssetsOtherThanGoodwill 2022-01-01 2022-12-31 13099489 core:FurnitureFittingsToolsEquipment 2022-01-01 2022-12-31 13099489 bus:RegisteredOffice 2022-01-01 2022-12-31 13099489 bus:LeadAgentIfApplicable 2022-01-01 2022-12-31 13099489 bus:Director1 2022-01-01 2022-12-31 13099489 bus:Director2 2022-01-01 2022-12-31 13099489 core:IntangibleAssetsOtherThanGoodwill 2022-12-31 13099489 core:FurnitureFittingsToolsEquipment 2022-12-31 13099489 core:WithinOneYear 2022-12-31 13099489 core:WithinOneYear 2021-12-31 13099489 core:SpecificBusinessCombination1 2022-12-31 13099489 core:ShareCapital 2021-01-01 2021-12-31 13099489 core:SharePremium 2021-01-01 2021-12-31 13099489 core:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 13099489 core:ShareCapital 2022-01-01 2022-12-31 13099489 core:SharePremium 2022-01-01 2022-12-31 13099489 core:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 13099489 core:AfterOneYear 2022-12-31 13099489 core:ShareCapital 2022-12-31 13099489 core:ShareCapital 2021-12-31 13099489 core:SharePremium 2022-12-31 13099489 core:SharePremium 2021-12-31 13099489 core:RetainedEarningsAccumulatedLosses 2022-12-31 13099489 core:RetainedEarningsAccumulatedLosses 2021-12-31 13099489 core:CostValuation core:Non-currentFinancialInstruments 2021-12-31 13099489 core:AdditionsToInvestments core:Non-currentFinancialInstruments 2022-12-31 13099489 core:CostValuation core:Non-currentFinancialInstruments 2022-12-31 13099489 core:Non-currentFinancialInstruments 2022-12-31 13099489 core:Non-currentFinancialInstruments 2021-12-31 13099489 bus:SmallEntities 2022-01-01 2022-12-31 13099489 bus:AuditExemptWithAccountantsReport 2022-01-01 2022-12-31 13099489 bus:FullAccounts 2022-01-01 2022-12-31 13099489 bus:SmallCompaniesRegimeForAccounts 2022-01-01 2022-12-31 13099489 bus:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel1 2022-01-01 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel2 2022-01-01 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel3 2022-01-01 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel4 2022-01-01 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel1 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel2 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel3 2022-12-31 13099489 core:EntityControlledByKeyManagementPersonnel4 2022-12-31 13099489 core:SpecificBusinessCombination1 2022-01-01 2022-12-31
Company registration number: 13099489
(England and Wales)
Aventur Group Ltd
Unaudited filleted financial statements
for the year ended
31 December 2022
Aventur Group Ltd
Contents
Directors and other information
Accountants report
Statement of financial position
Statement of changes in equity
Notes to the financial statements
Aventur Group Ltd
Directors and other information
Directors Mr S Body
Mr T Young
Company number 13099489
Registered office No.1 London Bridge
London
SE1 9BG
Accountants Griffin Chapman
4 & 5 The Cedars, Apex 12
Old Ipswich Road
Colchester
Essex
CO7 7QR
Aventur Group Ltd
Chartered accountants report to the board of directors on the preparation of the
unaudited statutory financial statements of Aventur Group Ltd
Year ended 31 December 2022
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Aventur Group Ltd for the year ended 31 December 2022 which comprise the statement of financial position, statement of changes in equity and related notes from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at http://www.icaew.com /en/members/regulations-standards-and-guidance/.
This report is made solely to the board of directors of Aventur Group Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Aventur Group Ltd and state those matters that we have agreed to state to the board of directors of Aventur Group Ltd as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Aventur Group Ltd and its board of directors as a body for our work or for this report.
It is your duty to ensure that Aventur Group Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Aventur Group Ltd. You consider that Aventur Group Ltd is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Aventur Group Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Griffin Chapman
Chartered Accountants
4 & 5 The Cedars, Apex 12
Old Ipswich Road
Colchester
Essex
CO7 7QR
10 May 2023
Aventur Group Ltd
Statement of financial position
31 December 2022
31/12/22 31/12/21
Note £ £ £ £
Fixed assets
Intangible assets 5 224,356 -
Tangible assets 6 2,593 -
Investments 7 1,772,140 4,100
_______ _______
1,999,089 4,100
Current assets
Debtors 8 4,464 46,923
Cash at bank 1,062 104,514
_______ _______
5,526 151,437
Creditors: amounts falling due
within one year 9 ( 1,372,572) ( 153,214)
_______ _______
Net current liabilities ( 1,367,046) ( 1,777)
_______ _______
Total assets less current liabilities 632,043 2,323
Creditors: amounts falling due
after more than one year 10 ( 1,007,563) -
_______ _______
Net (liabilities)/assets ( 375,520) 2,323
_______ _______
Capital and reserves
Called up share capital 11 1,016 1,014
Share premium account 149,889 129,900
Profit and loss account ( 526,425) ( 128,591)
_______ _______
Shareholders (deficit)/funds ( 375,520) 2,323
_______ _______
For the year ending 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
These financial statements were approved by the board of directors and authorised for issue on 11 April 2023 , and are signed on behalf of the board by:
Mr S Body Mr T Young
Director Director
Company registration number: 13099489
Aventur Group Ltd
Statement of changes in equity
Year ended 31 December 2022
Called up share capital Share premium account Profit and loss account Total
£ £ £ £
At 24 December 2020 - - - -
Loss for the year ( 128,591) ( 128,591)
_______ _______ _______ _______
Total comprehensive income for the year - - ( 128,591) ( 128,591)
Issue of shares 1,014 129,900 130,914
_______ _______ _______ _______
Total investments by and distributions to owners 1,014 129,900 - 130,914
_______ _______ _______ _______
At 31 December 2021 and 1 January 2022 1,014 129,900 ( 128,591) 2,323
Loss for the year ( 397,834) ( 397,834)
_______ _______ _______ _______
Total comprehensive income for the year - - ( 397,834) ( 397,834)
Issue of shares 2 19,989 19,991
_______ _______ _______ _______
Total investments by and distributions to owners 2 19,989 - 19,991
_______ _______ _______ _______
At 31 December 2022 1,016 149,889 ( 526,425) ( 375,520)
_______ _______ _______ _______
Aventur Group Ltd
Notes to the financial statements
Year ended 31 December 2022
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is No.1 London Bridge, London, SE1 9BG.
The principal activity of the company continues to be software and information technology development.
2. Statement of compliance
These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The company has net liabilities of £375,520 at the balance sheet date.The directors have given assurance that funding will be available to meet normal working capital requirements within 12 months from the date of approval of these financial statements. On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis. Should this basis prove to be inappropriate the accounts would require adjustment to be made to reclassify fixed assets to current assets, reduce the value of assets to their recoverable amount and to provide for further liabilities which might arise.
Consolidation
The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at a revalued amount, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Software development - 10 % straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Research and development
Research expenditure is written off in the year in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
Tangible assets
tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Fittings fixtures and equipment - 25 % reducing balance
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
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 or 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.
Business combinations
Business combinations relating to acquiring control of trade and assets to form one or more businesses are accounted for using the purchase method. The cost of a business combination is measured at the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination. Where control is achieved in stages, the cost of the business combination is the aggregate of the fair values of the assets given, liabilities incurred or assumed, and equity instruments issued at the date of each transaction in the series. Where the business combination requires an adjustment to the cost contingent on future events, the estimated amount of that adjustment is included in the cost of the combination at the acquisition date providing it is probable and can be measured reliably. Where it is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration is treated as an adjustment to the cost of the combination. If such expected future events do not occur, or the estimate needs to be revised, the cost of the business combination is adjusted accordingly. The unwinding of any discounting is recognised as a finance cost in profit or loss in the period it arises.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 1 (2021: 2 ).
5. Intangible assets
Other intangible assets Total
£ £
Cost
At 1 January 2022 - -
Additions 224,356 224,356
_______ _______
At 31 December 2022 224,356 224,356
_______ _______
Amortisation
At 1 January 2022 and 31 December 2022 - -
_______ _______
Carrying amount
At 31 December 2022 224,356 224,356
_______ _______
At 31 December 2021 - -
_______ _______
6. Tangible assets
Fixtures, fittings and equipment Total
£ £
Cost
At 1 January 2022 - -
Additions 2,984 2,984
_______ _______
At 31 December 2022 2,984 2,984
_______ _______
Depreciation
At 1 January 2022 - -
Charge for the year 391 391
_______ _______
At 31 December 2022 391 391
_______ _______
Carrying amount
At 31 December 2022 2,593 2,593
_______ _______
At 31 December 2021 - -
_______ _______
7. Investments
Shares in group undertakings and participating interests Total
£ £
Cost
At 1 January 2022 4,100 4,100
Additions 1,768,040 1,768,040
_______ _______
At 31 December 2022 1,772,140 1,772,140
_______ _______
Impairment
At 1 January 2022 and 31 December 2022 - -
_______ _______
Carrying amount
At 31 December 2022 1,772,140 1,772,140
_______ _______
At 31 December 2021 4,100 4,100
_______ _______
8. Debtors
31/12/22 31/12/21
£ £
Amounts owed by group undertakings 1,220 500
Other debtors 3,244 46,423
_______ _______
4,464 46,923
_______ _______
9. Creditors: amounts falling due within one year
31/12/22 31/12/21
£ £
Amounts owed to group undertakings 632,056 19,493
Other creditors 740,516 133,721
_______ _______
1,372,572 153,214
_______ _______
10. Creditors: amounts falling due after more than one year
31/12/22 31/12/21
£ £
Other creditors 1,007,563 -
_______ _______
11. Called up share capital
Issued, called up and fully paid
31/12/22 31/12/21
No £ No £
Ordinary shares of £ 0.0001 each (2021: £0.001 each) 10,158,640 1,016 1,014,013 1,014
_______ _______ _______ _______
On 11 February 2022, there were further allotments of shares qualifying under SEIS. 1,851 Ordinary 0.1p shares were issued at £ 10.80 per share.
On 1 July 2022, the 1,015,864 Ordinary 0.1p shares in issue were sub-divided into 10,158,640 Ordinary 0.01p shares.
12. Business combinations
Acquisition of JPSL Financial Services Limited
The acquisition of 100% of the share capital in JPSL Financial Services Limited took place on 6 April 2022 .
The fair value of consideration paid in relation to the acquisition of JPSL Financial Services Limited is as follows:
£
Cash 225,174
Deferred consideration 1,710,000
_______
1,935,174
_______
The deferred consideration above has been recognised in these accounts at its discounted net present value.
The fair value of amounts recognised at the acquisition date in relation to JPSL Financial Services Limited are as follows:
Fair value
£
Trade debtors acquired 21,900
Other debtors acquired 1,266
Cash and cash equivalents acquired 276,284
Other creditors assumed ( 11,084)
Taxation and social security ( 42,467)
Bank loans ( 20,417)
_______
225,482
_______
13. Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value Balance owed by/(owed to)
Year Period Year Period
ended ended ended ended
31/12/22 31/12/21 31/12/22 31/12/21
£ £ £ £
Amounts loaned to connected companies - 300 300 300
_______ _______ _______ _______
Amounts loaned to group companies 720 500 1,220 500
_______ _______ _______ _______
Amounts loaned from connected companies 55,000 (131,204) ( 76,204) (131,204)
_______ _______ _______ _______
Amounts loaned from group companies ( 612,563) (19,493) ( 632,056) (19,493)
_______ _______ _______ _______
The loans above are repayable on demand and no interest is charged on the outstanding balance.