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REGISTERED NUMBER: 08281689 (England and Wales)











Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2023

for

AVI-SPL Limited

AVI-SPL Limited (Registered number: 08281689)

Contents of the Financial Statements
for the Year Ended 31 December 2023










Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Statement of Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Cash Flow Statement 14

Notes to the Cash Flow Statement 15

Notes to the Financial Statements 16


AVI-SPL Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: J Faber
M S Kellaway
M Payne
J T Zettel





SECRETARY: S Benjamin





REGISTERED OFFICE: Unit 12 Armstrong Mall
Southwood Business Park
Farnborough
GU14 0NR





REGISTERED NUMBER: 08281689 (England and Wales)





AUDITORS: Butt Miller
Chartered Accountants and Statutory Auditor
1 Minster Court
Tuscam Way
Camberley
Surrey
GU15 3YY

AVI-SPL Limited (Registered number: 08281689)

Strategic Report
for the Year Ended 31 December 2023


The directors present their strategic report for the year ended 31 December 2023.

The directors present their Strategic Report for the Company for the year ended 31 December 2023. AVI-SPL is a leading digital workplace solutions provider, installing, servicing and managing United Communication and Collaboration technologies for clients globally.

REVIEW OF BUSINESS
2023 was a year of significant growth for AVI SPL Limited. There was a major investment in 2022 in new talent across all areas of the business, further enhancing the Senior Leadership Team and overhauling processes within the business. The company has also added a full suite of UCC services alongside the core activities of providing AV equipment and its integration into standard and bespoke design solutions as well as Onsite & Remote Managed Services and Warranty & Customer Care Packages,.

As a result of these improvements, Turnover has increased to £35.4m (2022: £30.2m), a growth of 17.4%. The business has also been able to stabilize, growing gross margin to 25.7% (2022: 23.4%), with a focus on improving integration project efficiency.

The Company continues to be supported by its US Parent: AVI-SPL LLC is the worlds largest and leading AV Integration company, expanding beyond $1.5b revenue in 2023). They support the finance department when required as they continue to invest in long term growth in the UK and EMEA, through people, systems and processes.

Due to AVI-SPL Ltd having a joint role of developing not just the UK, but EMEA and APAC sales, there is still investment cost within the UK business, which means whilst the UK 'only' operation performed exceptionally well in 2023, there was a current year reported loss before tax of £259,025 (2022: £753,752).

Financial key performance indicators

The Company monitors several Key Performance Indicators, to effectively manage the business, including

2023 2022

Turnover

£35,429,810
£30,177,20
0
Gross Profit % 25.7% 23.4%
Services as a % of Total Revenue 34.1% 40.5%
UK Only SG&A Cost as a % of Turnover 21.6% 23.9%

Other key performance indicators

Customer experience is exceptionally important to AVI-SPL and therefore we closely monitor both NPS and CSAT scores originating from our customer satisfaction surveys.

Post balance sheet event

On 22 August 2024, the amounts owed to and from the parent company were waived as consideration for the issue of 5,551,040 Ordinary £1 shares. Had this figure been processed in the 31 December 2023 accounts, the balance sheet total would be showing a balance of £5,046,152 rather than £(504,888). The company's (unaudited) balance sheet total as at 31 July 2024 was £6,530,040.


AVI-SPL Limited (Registered number: 08281689)

Strategic Report
for the Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Liquidity risk - Parent company investment and support for working capital saw net Intercompany loans increased to £4.7m (2022: £1m) at the year end.

Foreign currency risk - The Company is exposed to FX risk in both its trading activities and more significantly in relation to its working capital loans from its US parent company. The intercompany loan is denominated in US Dollars and therefore, the Company is exposed to foreign exchange risk on this loan. The trading risk is managed by matching contract and purchase currencies.

Credit risk - Risk arises from non payment of amounts due from customers and from suppliers going into administration. Prudent bad debt provisioning is made, but stringent credit checks and a client list which is dominated by FTSE 100 companies means that there has been a history of no bad debts for the company. Supplier credit is managed by completing similar checks on our supplier base.

SECTION 172(1) STATEMENT
During 2023 the Directors have complied with the requirements of Section 172 of the Act in prompting the long term
success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(a f) of the Act) in the decisions taken during the year ended 31 December 2023.

During the decision making process the Board continues to have regard for the impact of their decisions on the Company's stakeholders as required, taking into account the likely consequences of any decisions in the long term. Further detail is provided below:

Shareholders - The Company's shareholder is a US based company. The Company aims to generate value for the
shareholder by generating profit sufficient to increase reserves and pay periodic dividends.

Employees - Protecting the health, safety and wellbeing of our employees and everyone who comes into contact with the business is our number one priority. We provide regular health and safety training and promote wellbeing through our company health and employee assistance schemes. We are committed to a diverse and inclusive work environment and helping our employees gain skills that support their personal ambitions and drive the business forward.

Customers - The Company aims to build long term relationships with its customers. We aim to provide a comprehensive solution to our clients Unified Communication and Collaboration needs.

Suppliers - Our suppliers and sub contractors are critical to our operations and we take a long term collaborative approach to working with them.

Communities - The Company seeks to find employment and training opportunities locally to its offices wherever possible. The Company is actively engaged with local colleges in order to source its future talent.

Principal decisions - Principal decisions are defined at those that are material to the Company and that are significant to our key stakeholder groups as above. During the year the directors closely monitored financial performance. This report was approved by the board and signed on its behalf.


AVI-SPL Limited (Registered number: 08281689)

Strategic Report
for the Year Ended 31 December 2023

EMPLOYEE INVOLVEMENT
The Directors believe that the Company's employees are a key differentiator and a source of competitive advantage.

The Company is committed to ensuring equality of opportunity and employment and has policies in place to ensure no employee or applicant is treated less favourably on the grounds of, but not limited to age, disability, sexual orientation, parental status, religious belief.

Direct and regular communication with staff is vital to promote employee involvement and the Company achieves this with quarterly staff briefings, monthly "ask me anything" sessions and other channels of communication where information is disseminated, and staff feedback is sought.

ON BEHALF OF THE BOARD:



M S Kellaway - Director


9 September 2024

AVI-SPL Limited (Registered number: 08281689)

Report of the Directors
for the Year Ended 31 December 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a leading digital workplace solutions provider, installing, servicing and managing United Communication and Collaboration technologies for clients.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

M S Kellaway
J T Zettel

Other changes in directors holding office are as follows:

J Faber - appointed 8 September 2023
M Payne - appointed 1 September 2023

DISCLOSURE IN THE STRATEGIC REPORT
The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and
Director's Report) Regulations 2013 to set out within the Company's Strategic Report the Company Report Information required by Schedule 7 of the Large and Medium Sized Companies (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and details the principal risks and uncertainties.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

AVI-SPL Limited (Registered number: 08281689)

Report of the Directors
for the Year Ended 31 December 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





M S Kellaway - Director


9 September 2024

Report of the Independent Auditors to the Members of
AVI-SPL Limited


Opinion
We have audited the financial statements of AVI-SPL Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 2023 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 UK, including the FRC'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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our 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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
AVI-SPL Limited


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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page five, 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 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.

Report of the Independent Auditors to the Members of
AVI-SPL Limited


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
- The nature of the industry and sector the company is in, its control environment and business performance including the design of the companies policies, key drivers for directors’ remuneration and staff bonus levels;
- 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 and whether they were aware of any instances of noncompliance;
- 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. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

Our procedures to respond to risks identified included the following:
- Enquiries of management and staff including concerning actual and potential litigation and claims and any instances of non-compliance with laws.
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- Obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of provisions; and
- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; checking internal controls are being followed are per company policy and assessing suitability; assessing the judgements made in making accounting estimates; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
AVI-SPL Limited


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 2006. Our 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 a Report of the Auditors 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.




Susan Ambrose FCCA FCA (Senior Statutory Auditor)
for and on behalf of Butt Miller
Chartered Accountants and Statutory Auditor
1 Minster Court
Tuscam Way
Camberley
Surrey
GU15 3YY

9 September 2024

AVI-SPL Limited (Registered number: 08281689)

Statement of Comprehensive Income
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 4 35,429,810 30,177,200

Cost of sales (26,307,483 ) (23,109,128 )
GROSS PROFIT 9,122,327 7,068,072

Administrative expenses (9,603,854 ) (7,821,793 )
OPERATING LOSS 7 (481,527 ) (753,721 )

Interest receivable and similar income 107,817 256
(373,710 ) (753,465 )

Interest payable and similar expenses 10 (21,842 ) (287 )
LOSS BEFORE TAXATION (395,552 ) (753,752 )

Tax on loss 11 136,527 (315,669 )
LOSS FOR THE FINANCIAL YEAR (259,025 ) (1,069,421 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(259,025

)

(1,069,421

)

AVI-SPL Limited (Registered number: 08281689)

Balance Sheet
31 December 2023

2023 2022
Notes £    £   
FIXED ASSETS
Intangible assets 12 - 1,148
Tangible assets 13 547,849 812,386
547,849 813,534

CURRENT ASSETS
Stocks 14 2,100,710 3,288,498
Debtors 15 15,466,240 12,075,405
Cash at bank and in hand 3,419,830 1,594,953
20,986,780 16,958,856
CREDITORS
Amounts falling due within one year 16 (21,528,436 ) (17,531,981 )
NET CURRENT LIABILITIES (541,656 ) (573,125 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,193

240,409

CREDITORS
Amounts falling due after more than one
year

17

(452,696

)

(356,494

)

PROVISIONS FOR LIABILITIES 19 (58,385 ) (129,778 )
NET LIABILITIES (504,888 ) (245,863 )

CAPITAL AND RESERVES
Called up share capital 20 3,000,000 3,000,000
Retained earnings (3,504,888 ) (3,245,863 )
SHAREHOLDERS' FUNDS (504,888 ) (245,863 )

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2024 and were signed on its behalf by:





M S Kellaway - Director


AVI-SPL Limited (Registered number: 08281689)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 3,000,000 (2,176,442 ) 823,558

Changes in equity
Total comprehensive income - (1,069,421 ) (1,069,421 )
Balance at 31 December 2022 3,000,000 (3,245,863 ) (245,863 )

Changes in equity
Total comprehensive income - (259,025 ) (259,025 )
Balance at 31 December 2023 3,000,000 (3,504,888 ) (504,888 )

AVI-SPL Limited (Registered number: 08281689)

Cash Flow Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,893,876 125,875
Interest paid (18,403 ) -
Interest element of hire purchase payments
paid

(3,439

)

(287

)
Tax paid - (138,274 )
Net cash from operating activities 1,872,034 (12,686 )

Cash flows from investing activities
Purchase of intangible fixed assets - (1,967 )
Purchase of tangible fixed assets (117,386 ) (388,151 )
Sale of tangible fixed assets 10,092 547
Interest received 107,817 256
Net cash from investing activities 523 (389,315 )

Cash flows from financing activities
Capital repayments in year (47,680 ) 140,011
Net cash from financing activities (47,680 ) 140,011

Increase/(decrease) in cash and cash equivalents 1,824,877 (261,990 )
Cash and cash equivalents at beginning
of year

2

1,594,953

1,856,943

Cash and cash equivalents at end of
year

2

3,419,830

1,594,953

AVI-SPL Limited (Registered number: 08281689)

Notes to the Cash Flow Statement
for the Year Ended 31 December 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
Loss before taxation (395,552 ) (753,752 )
Depreciation charges 372,979 344,867
Profit on disposal of fixed assets - (1,357,534 )
(Increase) in amounts owed by groups (363,194 ) (369,159 )
Increase in amounts owed to groups 4,039,641 4,433,155
Finance costs 21,842 287
Finance income (107,817 ) (256 )
3,567,899 2,297,608
Decrease/(increase) in stocks 1,187,788 (2,446,518 )
Increase in trade and other debtors (3,027,641 ) (1,257,039 )
Increase in trade and other creditors 165,830 1,531,824
Cash generated from operations 1,893,876 125,875

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 3,419,830 1,594,953
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 1,594,953 1,856,943


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 1,594,953 1,824,877 3,419,830
1,594,953 1,824,877 3,419,830
Debt
Finance leases (140,011 ) 47,680 (92,331 )
(140,011 ) 47,680 (92,331 )
Total 1,454,942 1,872,557 3,327,499

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements
for the Year Ended 31 December 2023


1. STATUTORY INFORMATION

AVI-SPL Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern
The company is dependent upon the continuing support of its parent company AVI-SPL Global LLC. The directors have received confirmation from the Company's parent company that it will continue to support AVI-SPL Limited for a period of at least 12 months from the date of signing these accounts and accordingly the accounts have been prepared on a going concern basis.

With this support, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements. In making their assessment the directors have considered the current economic environment and the ability of the company to continue operating. They continue to believe the going concern basis of accounting is appropriate in preparing the annual financial statements and meet their liabilities as they fall due.

Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

For systems integration projects, turnover is recognised based on the value of work done in the period by
reference to the proportion of costs incurred compared to total expected costs.

For services, turnover is either recognised on the work completed, or in the case of ongoing service contracts, the turnover is recognised on a straight line basis over the term of the contract.

For equipment sales, turnover is recognised based on the value of equipment delivered by
reference to the proportion of costs incurred compared to total expected costs.

Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are
measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:
Computer software - 1 - 3 years straight line

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - Over the remaining period of the lease
Fixtures and fittings - Straight line over 7 years
Motor vehicles - 25% on reducing balance
Computer equipment - straight line over 25 years

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 the Statement of Comprehensive Income.

Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to
complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and
finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is
reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in
the Statement of Comprehensive Income.

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans
to related parties and investments in ordinary shares.

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.

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.

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.

Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial
Position.


AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. 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 equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are not recognised even if it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currency 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.

Operating leases
Rentals paid under operating leases are charged to the Statement of Comprehensive Income 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.

Pension costs
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 the Statement of Comprehensive Income 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.

Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented
separately due to their size or incidence.

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


3. CRITICAL ACCOUNTING JUDGEMENTS 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. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key areas in which management make judgments, estimates and assumptions when preparing the financial
statements include the useful economic lives of fixed assets, valuation of stock and recoverability of debtors.

Due to the nature of the business, these estimates and judgments are not considered to give rise to a material uncertainty.

Judgments are present in applying the Company’s accounting policy in respect of revenue recognition of systems integration projects. Revenue arising from systems integration projects is recognised in accordance with the stage of completion at the reporting date. The stage of completion is based on the value of work done in the period by reference to the proportion of costs incurred compared to total expected costs.

Contract receipts relating to future financial periods are included in deferred income, while costs relating to activity in the year are shown as accrued income unless their recovery is not deemed probable.

4. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Installation of equipment 22,276,389 17,956,296
Service of equipment 13,153,421 12,220,904
35,429,810 30,177,200

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 31,362,964 24,744,547
Europe 2,697,059 3,188,016
Rest of world 1,369,787 2,244,637
35,429,810 30,177,200

5. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 14,143,995 12,515,878
Social security costs 1,654,084 1,542,276
Other pension costs 440,568 398,931
16,238,647 14,457,085

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2023 2022

Technical staff 165 172
Sales staff 28 26
Administrative staff 47 47
240 245

6. DIRECTORS' REMUNERATION

2023 2022
£    £   
Directors' emoluments 262,386 453,986
Company contributions to defined contribution pension schemes 10,226 13,845
272,612 467,831


The number of directors to whom retirement benefits were accruing was as follows:
Defined contribution schemes 1 2


Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments 262,386 293,973
Pension contributions to defined contribution pension schemes 10,226 9,823


7. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023 2022
£    £   
Hire of plant and machinery 11,336 14,027
Other operating leases 280,160 253,643
Depreciation - owned assets 371,831 343,002
Profit on disposal of fixed assets - (1,357,534 )
Computer software amortisation 1,148 1,871
Foreign exchange differences (351,655 ) 125,099

8. AUDITORS' REMUNERATION
2023 2022
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

34,000

41,000
Auditors' remuneration for non audit work - 1,460

9. EXCEPTIONAL ITEMS
2023 2022
£    £   
Restructure costs - (148,249 )

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


10. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
HMRC interest 18,403 -
Hire purchase 3,439 287
21,842 287

11. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax (65,134 ) 267,731

Deferred tax (71,393 ) 47,938
Tax on loss (136,527 ) 315,669

UK corporation tax has been charged at 25% (2022 - 19%).

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Loss before tax (395,552 ) (753,752 )
Loss multiplied by the standard rate of corporation tax in the UK of 25%
(2022 - 19%)

(98,888

)

(143,213

)

Effects of:
Expenses not deductible for tax purposes 13,148 8,652
Capital allowances in excess of depreciation - (4,693 )
Depreciation in excess of capital allowances 62,666 -
Utilisation of tax losses (26,954 ) -
Adjustments to tax charge in respect of previous periods (65,134 ) 243,033
Foreign tax credits - 24,698
Non-taxable income - (257,828 )
Fixed asset differences - (20,770 )
Re-measurement of deferred tax for changes in tax rates - (131,953 )
Movement in the deferred tax not recognised 50,028 597,743
Movement in deferred tax provision (71,393 ) -
Total tax (credit)/charge (136,527 ) 315,669

The UK corporation tax rate has increased to 25% effective from 1 April 2023.

Factors that may affect future tax charges
The Company has substantial losses carried forward which will reduce the tax charge in future periods.

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


12. INTANGIBLE FIXED ASSETS
Computer
software
£   
COST
At 1 January 2023
and 31 December 2023 626,247
AMORTISATION
At 1 January 2023 625,099
Amortisation for year 1,148
At 31 December 2023 626,247
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 1,148

13. TANGIBLE FIXED ASSETS
Fixtures
Long and Motor Computer
leasehold fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 914,206 48,213 353,800 934,434 2,250,653
Additions - 9,703 - 107,683 117,386
Disposals - - (46,563 ) (248,182 ) (294,745 )
At 31 December 2023 914,206 57,916 307,237 793,935 2,073,294
DEPRECIATION
At 1 January 2023 652,979 41,745 129,921 613,622 1,438,267
Charge for year 130,735 4,013 49,167 187,916 371,831
Eliminated on disposal - - (36,471 ) (248,182 ) (284,653 )
At 31 December 2023 783,714 45,758 142,617 553,356 1,525,445
NET BOOK VALUE
At 31 December 2023 130,492 12,158 164,620 240,579 547,849
At 31 December 2022 261,227 6,468 223,879 320,812 812,386

Included within the net book value in the table above, are assets with a net book value of £114,047 (2022: £146,826) which are subject to hire purchase agreements.

14. STOCKS
2023 2022
£    £   
Stocks 2,100,710 3,288,498

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


15. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 5,514,149 4,891,603
Amounts owed by group undertakings 1,528,808 1,272,944
Other debtors 19,280 18,310
Prepayments and accrued income 4,498,490 2,154,766
11,560,727 8,337,623

Amounts falling due after more than one year:
Amounts owed by group undertakings 3,770,454 3,663,124
Prepayments and accrued income 135,059 74,658
3,905,513 3,737,782

Aggregate amounts 15,466,240 12,075,405

Included under debtors due after more than one year, in amounts owed by group undertakings, is an unsecured loan balance of £3,770,454 (2022 - £3,663,124) that carries interest of 2.93%.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Hire purchase contracts (see note 18) 47,795 47,680
Trade creditors 1,863,753 3,376,581
Amounts owed to group undertakings 9,974,822 5,935,181
Tax - 65,134
Social security and other taxes 1,312,533 950,874
Accruals and deferred income 8,329,533 7,156,531
21,528,436 17,531,981

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Hire purchase contracts (see note 18) 44,536 92,331
Accruals and deferred income 408,160 264,163
452,696 356,494

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 47,795 47,680
Between one and five years 44,536 92,331
92,331 140,011

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


18. LEASING AGREEMENTS - continued

The above amounts related to finance leases in relation to vehicles which are capitalised within Motor vehicles.

Non-cancellable operating leases
2023 2022
£    £   
Within one year 209,899 209,709
Between one and five years 6,594 221,595
216,493 431,304

Total operating lease payments made during the year amounted to £209,899 (2022: £202,731).

The company's significant operating lease commitment is in respect of its office and warehouse premises, which is for £200,000 per annum until 2024.

19. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 58,385 129,778

Deferred
tax
£   
Balance at 1 January 2023 129,778
Credit to Statement of Comprehensive Income during year (71,393 )
Balance at 31 December 2023 58,385

At the year end the Company had a deferred tax asset of £1,432,590 (2022: £1,400,382) in relation to tax losses carried forward. It is the Company's policy not to recognise deferred tax assets in relation to tax losses carried forward.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
3,000,000 Ordinary 1 3,000,000 3,000,000

21. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

22. POST BALANCE SHEET EVENTS

On 22 August 2024, the amounts owed to and from the parent company were waived as consideration for the issue of 5,551,040 Ordinary £1 shares. Had this figure been processed in the 31 December 2023 accounts, the balance sheet total would be showing a balance of £5,046,152 rather than £(504,888). The company's (unaudited) balance sheet total as at 31 July 2024 was £6,530,040.

AVI-SPL Limited (Registered number: 08281689)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023


23. ULTIMATE CONTROLLING PARTY

As at the year end, the ultimate parent company is A&V Holdings Holdco LLC and the Company's immediate parent company is AVI-SPL Global LLC. Both companies are incorporated in the United States of America and their registered address is 6301 Benjamin Road, Suite 101, Tampa, FL 33634.

Neither the ultimate nor the immediate parent company produce consolidated financial statements which are
publicly available.

The directors consider there to be no ultimate controlling party.