Approximately 6 hours after publication of this article, Ventus Energy released a statement on their Telegram channel.
While their response confirms several core findings from the original investigation, it attempts to reframe them as misunderstandings or administrative details. This document addresses each of Ventus’s ten points systematically. Where Ventus is correct, I acknowledge it. Where their response confirms damaging facts while attempting to minimize them, I explain why the confirmation matters more than the spin.
Emojis and special characters have been replaced with corresponding standard characters.
1. Karsten reached out — but omitted several of our answers
He asked questions.
We gave full clarifications.
For reasons unknown, many of those clarifications were simply not included in his article.
Ventus claims I ignored their clarifications. Let me provide the timeline of my communications with Ventus
Round 1: I contacted Ventus on November 6, 2024. They replied 7 days later (November 13).
Round 2: I sent follow-up questions on November 15. They replied 12 days later (November 27).
At that point, I had two choices:
- Send a third round of questions and wait another 1-2 weeks for responses
- Publish immediately while investors were actively depositing funds into these projects
I chose option 2. Ventus was aggressively fundraising. Delaying publication to accommodate their slow response times would have prioritized their PR timeline over investor protection.
Regarding the ‘omitted clarifications’:
Certain findings, particularly the doctored valuation PDF, were deliberately withheld from pre-publication questioning. Makes sense as this would have given them the chance to replace it before it ever gets seen by anyone else.
The full email correspondence will be published shortly. Readers can judge for themselves whether any material clarifications were omitted.
Author’s Edit, December 6th, 2025: The e-mail correspondence has now been published here.
2. Powerhouse Dambis valuation claims are factually incorrect
He confused net profit with EBITDA.
EBITDA excludes depreciation — the “D” literally stands for Depreciation — which is very large for Dambis due to its 2022 asset revaluation. Depreciation ~780k and Interest 120k payments amount to 900k which for accounting purposes decreases net profit.
– Correct EBITDA: normally for Dambis it is between €1.2–1.5M, this year already at €1.5M and we have 1 more month to go.
– Official appraisal (included in the project): €12M – how (or why) did Karsten miss this?
So claiming Dambis is “worth max €1.2M” or stating a “72x multiplier” is simply not serious analysis. Assets alone are worth 10M+ EUR
And deffering taxes by paying high depreciation now is fully alligned with our strategy as it saves as money in taxes now (so more cash at hand) and is postponed in 7+ years time (and as you all know we plan to sel the Riga heating company package in 5-7 years).
Ventus says I “confused net profit with EBITDA.” I didn’t. I used their own audited numbers.
1. Your audited EBITDA is ~€1.0M, not €1.5M
From the 2024 Eco Energy Riga audit:
- Net profit: €88,309
- Depreciation: €780,292
- Interest: €132,770
- Audited EBITDA = €1,001,371
Your Telegram claim of €1.5M refers to unaudited figures.
2. Proper valuation, using YOUR preferred metric
Small, single-asset biomass/CHP plants with one off-taker do not trade at listed-utility multiples. A realistic private-market range is 3x to 4x EBITDA.
So:
- Enterprise Value (3x): €3.0M
- Enterprise Value (4x): €4.0M
Already far below what you’re citing.
3. Senior obligations ahead of equity (from your own audit)
- “Natural person” loan: €786,998
- Related-party loan: €160,943
- Unpaid dividends: €60,000
- Trade payables: €1,045,355
- Cash offset: -€843,701
- Net senior obligations = €1,209,595
These must be cleared before equity has any value.
4. Actual equity value (math only, no opinions)
- High case (4x): €4.0M – €1.21M = €2.79M
- Low case (3x): €3.0M – €1.21M = €1.79M
Fair equity value: €1.8M to €2.8M
5. What Ventus charged investors
Ventus sold this asset for: €6.36M
That is 2.3x to 3.5x fair market value
(even using your metric, your audit, and market-normal multiples)
6. Why the net profit matters
EBITDA may be €1.0M. But after all obligations, the plant produced:
Net profit: €88,309
You cannot service double-digit investor returns with €88k of annual profit. No amount of “EBITDA storytelling” changes that.
Bottom line
Using only:
- Your audited EBITDA
- Your audited liabilities
- Your preferred valuation method
Dambis is worth €1.8M to €2.8M, not €6M+, and nowhere near €10 to 12M.
No valuation framework, not EBITDA, not net profit, not asset value supports your price.
3. Power hosue Dambis Ownership misunderstanding
He missed a crucial fact:
At the moment of acqusition Jānis was only a minority shareholder.
He even sold his shares to Ventus at a discount.
~77% was owned by an unrelated 3rd party who sold at fair market price. This completely changes the narrative.
I didn’t miss that fact. I documented the timeline precisely.
1. The “173-day minority” defense
Jānis Timma became a minority shareholder exactly 173 days before the acquisition.
For the nine years before that (2015 to 2024), he was the 100% beneficial owner of the asset.
Reclassifying ownership months before Ventus bought it doesn’t change the substance, it looks like a pre-transaction cleanup to obscure the related-party nature of the deal.
2. Ownership vs. Control
Ventus confirms Timma was “Head of the Board” (Chairman of the Council) at the seller during the acquisition.
That’s the critical fact.
Under Latvian Commercial Law for Joint Stock Companies (AS):
- The Council must approve the sale of major assets
- The Chairman is the key decision-maker for such approvals
This means:
- Timma authorized the sale as Chairman of the seller
- Timma received the proceeds as 65% owner of the buyer
- This is the textbook definition of a Related-Party Transaction
It should have been explicitly disclosed to investors as such.
3. “Sold at a discount” … relative to what?
Ventus claims Timma “sold at a discount.” Based on what benchmark?
The asset was:
- Revalued upward by €7.26M during the 2022 energy crisis
- Valued using that crisis-windfall year as the base
- Generating only €88,309 in net profit in 2024
A “discount” from an inflated crisis-year valuation is not a discount.
Selling a €1.8M to €2.8M asset (based on normalized earnings and standard multiples) for €6.36M is a 2.3x to 3.5x markup, not a discount.
The “discount” narrative only works if you accept the €12M crisis-year appraisal as legitimate, which no serious buyer would.
4. Office topic — irrelevant and misrepresented
Crowdestor never owned that office.
They were tenants — as were multiple other companies. It was even a co-working space at some point.
On the appraisal PDF:
The valuator couldn’t issue a reverse-VAT invoice to an Estonian company for a Latvian property.
So payment was made via latvian company. In the PDF they mentioned the appraisal purchaser, althoug we eplicitly told we need Ventus there. They offered to change that for another fee or to change it ourselves and so we did.
No financial data was changed.
The office history is irrelevant, I never claimed Crowdestor owned it.
Your explanation confirms the core problem: Ventus edited an independent valuation report after it was issued.
You say the valuator “offered to change it for another fee or for us to change it ourselves.”
That is not how professional valuations work.
1. You invalidated the signed document
The report itself states: “This document is electronically signed with a secure electronic signature and contains a timestamp.”
A secure electronic signature under eIDAS ensures content cannot be altered without detection.
Once you edit a report claiming to be securely e-signed, the version you distribute is no longer the original signed valuation. Whatever Interbaltija certified is not what Ventus published to investors.
2. Violation of professional standards
The report states compliance with LVS 401:2013. Reports prepared under this standard, and under the LĪVA Code of Ethics, are issued for a named commissioning party.
That name determines:
- Who ordered the appraisal
- Who may rely on it
- To whom the valuer owes a duty of care
A valuation addressed to Company A cannot simply be edited to show Company B.
That is not formatting, it breaks the chain of professional liability. The correct procedure is for the valuer to reissue the report with amended instructions and sign the revised document.
Ventus did not do that.
3. What you actually concealed
You admitted payment was made via “a Latvian company.”
That company is SIA CR Investments, previously operating under the Crowdestor brand. The Crowdestor platform entity (Crowdestor OÜ) appears on the Latvijas Banka warning list for operating without proper authorization.
Source: Latvijas Banka warning
By pasting “Ventus Energy” over that name, you did not resolve an invoicing issue. You removed a Crowdestor-group connection from a document presented to investors.
That is the issue.
5. Jugla acquisition is fully legitimate
We raised ~€3M mezzanine, paid the seller, and we have a 100% Share Purchase Agreement.
No IOUs.
Senior lender, as always, holds a 100% share pledge — this is standard in all senior-financed acquisitions (same with ALTUM on Solar Park Valmiera).
Share registration increases as the senior loan is repaid:
20% at acquisition (Nov 2024), now 49%, Soon 99% then 100%
But economically and contractually, Ventus owns 100% and took over cashflows from Dec 1, 2024.
Let me make sure I understand correctly:
- You say you’re buying the company in stages.
- You raised €3M from investors.
- At closing, you received 20% of the shares.
- You state the total acquisition price is €10M.
- If the price is €10M, then 20% corresponds to €2M.
- That leaves €1M of the raised funds unexplained.
Where did that remaining €1M go?
Fees, costs, or something else?
Can you publish the funds-flow statement so investors can see exactly how the €3M was allocated?
Your loan agreement explicitly permits deducting “fees and costs” before funds reach the project. Investors deserve to know how much was deducted.
6. Legal facts were omitted
We informed him that:
- We have a legal opinion from COBALT confirming our business model
- We have confirmation from the local regulator
Both were ignored in the article.
From the article:
“In an e-mail to the author on November 28, 2025, Ventus states that through ‘legal expert opinion (including Cobalt law firm), we determined that in Estonia it is legally permissible to raise financing “through a platform” for one’s own business without a crowdfunding licence.’ Further, they claim the Estonian regulator confirmed their ‘legal structure of attracting financing does not conflict with Estonian legislation.'”
Both points were included. Verbatim.
7. Licensing argument is misleading
ESMA has explicitly confirmed that raising funds for own projects does NOT fall under ECSP crowdfunding licensing.
Official ESMA link: https://www.esma.europa.eu/publications-data/questions-answers/810
Ventus cites an ESMA Q&A to claim exemption from crowdfunding regulation.
The Q&A does not say what they claim.
What ESMA actually says
The Q&A confirms that ECSPR does not apply when a project owner offers its own project directly to investors, no platform, no intermediary, no matching function.
Example: A farmer putting up a website saying “invest in my tractor” doesn’t need a crowdfunding license.
Why this doesn’t apply to Ventus
Ventus Energy Group OÜ is not the project owner. The SPVs are.
Ventus is a holding company that:
- Borrows at the parent level from nearly 5,000 retail investors
- Deploys that capital into separate SPVs
- Operates as a financing intermediary
That’s exactly what ECSPR regulates.
The caveat Ventus omits
The Q&A they cite ends with this:
“Such offerings may be subject to additional restrictions and/or conditions under other applicable European and national laws.”
Those laws include the Estonian Credit Institutions Act, which prohibits receiving “other repayable funds from the public” without authorization. This covers loans, not just deposits.
Ventus has:
- 4,869 lenders
- €65.8M in repayable obligations
The “we borrow for ourselves” defense
Ventus may argue they simply borrow for their own operational needs.
This makes it worse.
If inserting a holding company created an exemption, every unlicensed deposit-taker would use this structure. That’s not a loophole, it’s the arrangement the law targets.
Ventus Energy Group OÜ:
- Zero employees
- €4,166 in share capital
- Registered activity: “web portal”
- Operational assets: none
Its sole function is pooling retail capital. That’s a financing intermediary, not a company with operational borrowing needs.
The regulatory reality
Crowdestor, controlled by Ventus majority owner Jānis Timma, is already on Latvijas Banka’s warning list for operating without proper authorization: https://www.bank.lv/en/news-and-events/news-and-articles/news/17379-on-the-operation-of-companies-that-have-failed-to-obtain-an-appropriate-licence-or-authorisation-for-the-provision-of-investment-services
Whether Ventus joins it is for the regulators to decide.
They have been contacted.
8. About affiliates & stock options
We have NEVER hidden that we may offer stock options to reduce affiliate costs.
We discussed this publicly here.
We have informed other publishers, including Jakub and Denny.
This is also public info in the commercial register.
There is nothing secret here — simply taken out of context for drama.
The article doesn’t claim Ventus hid it. It states that five of seven influencer-shareholders failed to disclose their equity in their own reviews.
Ventus discussing it on Telegram doesn’t satisfy a reviewer’s disclosure obligation. Readers of Northern Finance or TodoCrowdlending aren’t checking Ventus’s Telegram or the Estonian commercial register before deciding whether to trust a review.
Two influencers disclosed. Five didn’t. That’s the point.
The disclosure obligation belongs to the reviewer, not the company being reviewed.
9. EMPLOYEES
We explained clearly to Karsten:
Ventus uses outsource structure:
• Many specialists are outsourced via White Label Solution and AML PRO (companies well-known to the community).
• Some work as contractors or self-employed professionals.
The article acknowledges this. The issue is not who does the work, it’s who is liable.
The structure
Ventus Energy Group OÜ is the legal counterparty to €65.8M in investor loans.
Yet it has:
- Zero employees
- €4,166 in share capital
The people actually operating the platform work for third-party entities and have no contractual obligation to investors.
What this creates
A liability shield.
If Ventus defaults, investors hold claims against an empty shell while the operational team walks away.
That’s not an administrative detail, it’s the design.
“Outsourcing” vs. liability isolation
In a regulated financial company, “outsourcing” means hiring IT support or accountants.
At Ventus, it means:
- The entire operational team are external contractors
- No employment relationship with the borrower
- No fiduciary duty to investors
The result
Investors are lending millions to a hollow legal shell.
The people, the software, and the real decision-making sit in separate entities, legally disconnected from the debt.
The structure protects the operators, not the lenders.
10. Ventus Energy Group NACE code
The group-level company is registered under the category used formportal operations, because the platform itself is exactly that, a portal through which Ventus raises capital. Energy production is done in the subsidiaries
This is technically accurate and entirely beside the point.
The article doesn’t claim Ventus should be registered as an energy producer. It questions why a company raising €65.8M in repayable funds from nearly 5,000 retail investors is registered as a “web portal” rather than under a financial services category.
Estonia has NACE codes for financial activities
- 64.92 – Other credit granting
- 64.99 – Other financial service activities
- 66.19 – Other activities auxiliary to financial services
Ventus chose 63.12 – Web portal activities.
The same category as a recipe blog.
Why this matters
NACE codes aren’t just administrative labels. They signal to regulators, auditors, and counterparties what a company does.
A “web portal” doesn’t trigger the same regulatory scrutiny as a financial intermediary.
The deflection
Ventus argues the holding company is “just a portal” and the real work happens in subsidiaries.
But:
- The holding company is the legal borrower
- It’s the counterparty to €65.8M in loans
- It’s the entity investors have claims against
If the portal is the borrower, the portal is a financial entity, regardless of what code it selected.
What Ventus Did Not Address
Ventus’s response is notable for what it omits:
- The €787,000 “Natural Person” Loan – No explanation of who this creditor is, why they accepted below-market rates with no security, or whether this is a related party.
- The Jugla Funds Flow – No breakdown showing where the €3M in retail investor funds actually went. They claim they “paid the seller,” but the pledge structure suggests otherwise.
- The Crowdestor Connection – They dismiss the office as “irrelevant” but don’t explain why the same operational team, same address, and same ownership network spanning both platforms isn’t material to investors.
- The 173-Day Ownership Transfer – They confirm Timma was “only a minority shareholder” at acquisition but don’t explain why he restructured ownership exactly 173 days before Ventus bought the asset, or why he remained Chairman of the Council (the approving authority) during the sale.
- The Influencer Disclosure Failures – They claim equity grants were “never hidden” and “public in the commercial register,” but don’t address why five of seven influencer-shareholders failed to disclose this in their reviews.
- The Missing Annual Reports – Ventus Energy Group OÜ is now 5+ months overdue on filing its first annual report. For a company managing €65.8M in investor funds, this is not an administrative oversight.
- The Regulatory Status – They cite legal opinions and claim regulator confirmation, but provide no authorization number, no ESMA registration, and no explanation for why they’re registered as a “web portal” rather than a financial entity.
The Core Issue Remains
Ventus can dispute individual valuations, defend specific transactions, and cite legal opinions. But the structural problem is unchanged:
A company with €4,166 in capital, zero employees, and no financial services authorization has raised €65.8 million in repayable funds from nearly 5,000 retail investors to acquire assets from its majority owner’s network, at prices set by valuations commissioned by that same network, secured by structures that subordinate retail investors to related parties.
That’s not a misunderstanding. That’s the business model.
About This Response
This response was prepared within 6 hours of Ventus’s statement. If Ventus provides additional documentation (funds flow statements, the unredacted Share Purchase Agreement, identification of the “natural person” creditor, or regulatory authorization), I will update this document accordingly.
The original investigation remains available at https://www.karsten.me/money/ventus-energy-investigation/
All source documents, registry records, and archived PDFs referenced in both the original article and this response are available upon request.