Company registration number 07636907 (England and Wales)
AVENTRI (UK) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
AVENTRI (UK) LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
AVENTRI (UK) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
$
$
$
$
Fixed assets
Tangible assets
4
6,668
24,067
Investments
5
2,679,000
2,679,000
2,685,668
2,703,067
Current assets
Debtors
6
117,069
142,611
Cash at bank and in hand
135
135
117,204
142,746
Creditors: amounts falling due within one year
7
(1,740,606)
(1,861,519)
Net current liabilities
(1,623,402)
(1,718,773)
Net assets
1,062,266
984,294
Capital and reserves
Called up share capital
135
135
Profit and loss reserves
1,062,131
984,159
Total equity
1,062,266
984,294
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 19 November 2024 and are signed on its behalf by:
Mr A K Palit
Director
Company registration number 07636907 (England and Wales)
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Aventri (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, Great Titchfield House, 14-18 Great Titchfield Street, London, W1W 8BD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The company is supported by its parent company. The group has incurred losses in the year to 31st December 2023 and has retained loss position on the balance sheet. The Net assets of the group remain positive, and there is a current asset position in respect of liquidity.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover is based on a cost plus model agreement with the US parent company Aventri Inc, with turnover being recognised as at the 31st December each year for all operating costs suffered during the accounting period plus an agreed mark up percentage as per the Intercompany Intellectual Property Agreement.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
19
26
4
Tangible fixed assets
Plant and machinery etc
$
Cost
At 1 January 2023 and 31 December 2023
126,104
Depreciation and impairment
At 1 January 2023
102,038
Depreciation charged in the year
17,398
At 31 December 2023
119,436
Carrying amount
At 31 December 2023
6,668
At 31 December 2022
24,067
5
Fixed asset investments
2023
2022
$
$
Shares in group undertakings and participating interests
2,679,000
2,679,000
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Fixed asset investments
(Continued)
- 6 -
Fixed asset investments not carried at market value
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost, less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
The investments relate to the shares held in TapCrowd NV a company incorporated in Belgium.
6
Debtors
2023
2022
Amounts falling due within one year:
$
$
Other debtors
118,226
105,002
2023
2022
Amounts falling due after more than one year:
$
$
Other debtors
42,548
Deferred tax asset
(1,157)
(4,939)
(1,157)
37,609
Total debtors
117,069
142,611
7
Creditors: amounts falling due within one year
2023
2022
$
$
Trade creditors
13,095
Amounts owed to group undertakings
1,597,089
1,732,369
Taxation and social security
51,029
63,562
Other creditors
92,488
52,493
1,740,606
1,861,519
8
Provisions for liabilities
2023
2022
$
$
Deferred tax liabilities
1,157
4,939
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Provisions for liabilities
(Continued)
- 7 -
Following the expiration of the lease for Queens Road on the 31st December 2022 the landlord has issued dilapidation demands of £69,511 / $88,522. Aventri (UK) Ltd will be offsetting this amount with the original lease deposit of £32,803 / $41,775. It is certain that Aventri UK will not be receiving the deposit back. However, the remaining balance due is currently being negotiated and a reliable estimate cannot be provided, a provision has been recognised as much as the deposit amount since this is certain and as such the deposit has been removed as an asset against the provision No provision has been made for the additional costs that will become payable in due course as a reliable estimate cannot be provided.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Emily Brown.
The auditor was Sam Rogoff & Co Ltd.
10
Financial commitments, guarantees and contingent liabilities
The company ended their lease on the 31st December 2022. There is no rent payable for this period as the lease term has ended and employees are commencing working from home.
11
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
$
$
12
Events after the reporting date
Aventri UK Ltd has evaluated subsequent events for recognition or disclosure through to the date the financial statements were available to be issued. Aventri UK Ltd has determined there were no other events or transactions that warrant recognition or disclosure in the consolidated financial statements.
13
Related party transactions
There are no material related party transactions not carried out under normal market conditions.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
14
Parent company
The Parent Company is Aventri LLC a Limited Liability Company incorporated in Delaware, USA. Aventri LLC is controlled by MPAV Lower Midco LLC, who is controlled by MPAV Upper Midco LLC, who is controlled by MPAV Holidngs LLC, who is controlled by Meeting Play Holdings LLC who is in turn controlled by Sunstone Partners Management LLC.
Aventri (UK) Ltd is part of a consolidated group of accounts of which MPAV Lower MidCo is the parent. The registered office address is:
5303 Spectrum Drive
Ste D, Frederick
MD 21703