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Registered number: 09669211










AEVI UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
AEVI UK LIMITED
 
 
COMPANY INFORMATION


Directors
M W Camerling 
M Finke 




Registered number
09669211



Registered office
71-91 Aldwych

London

WC2B 4HN




Independent auditors
MHA

Victoria Court

17-21 Ashford Road

Maidstone

United Kingdom

ME14 5DA





 
AEVI UK LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 6
Directors' Report
 
7 - 8
Independent Auditors' Report
 
9 - 12
Statement of Comprehensive Income
 
13
Balance Sheet
 
14
Statement of Changes in Equity
 
15
Notes to the Financial Statements
 
16 - 32

 
AEVI UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The AEVI Group (hereinafter referred to as “AEVI” or the “Group”) is a provider of non-cash payment solutions. Its business activities entail both software and hardware solutions as well as the execution of retail payment transactions worldwide. Its corporate activities are managed from Germany, the United Kingdom, the Czech Republic, and the United States while the main focus of its business is on America and Europe.
The Group parent is AEVI International GmbH, which has its registered offices at Heinz-Nixdorf-Ring 1, 33106 Paderborn, Germany. The Company AEVI UK Ltd. is registered under No. 9669211 with the registered office being 71-91 Aldwych, London WC2B 4HN, United Kingdom.
AEVI UK is a local distributor / sales entity of AEVI products and services as well as internal service provider to other AEVI Group members.

Structure and Business Activities

Established company in the FinTech market
AEVI is a provider of IT solutions and services in the area of processing cashless payment transactions as well as further services. The core component of the AEVI solution is the cloud-based transaction platform, which for the first time enables retailers and their payment and IT service providers to freely control the payment flow in brick-and-mortar retail across partners, distribution channels and national borders. This allows all participating partners to break down silo structures in times of rapidly advancing digitalization and adapt their services quickly and flexibly to the needs of their respective customers. The solution enables AEVI's customers to consolidate their payment processing in face-to-face business across countries in order to achieve scaling effects, to connect the billing processes of stationary retail more effectively with their eCommerce activities and to rapidly increase the speed of innovation. The focus of AEVI's business activities is on optimizing processes for merchants who benefit from the AEVI solution either directly (larger merchants) or indirectly (SMEs via banks and payment service providers).
The focus of AEVI’s business is on optimizing processes for merchants. Our reporting is differentiated according to business streams and regions.
Business Types:
Platform Services
Professional Services
Hardware & Related Services

Business review
 
In the year 2024 AEVI UK’s 3rd party revenues decreased to £2.1m (prior year £4.6m). The decline is attributable to Trust Payments and Secure Retail where the parties jointly decided (for operational and commercial reasons) for AEVI to no longer supply these clients with hardware devices which they will not buy directly; the services revenue streams remained stable.
Cost transfers to other AEVI entities (for local statutory purposes classified as revenues) went down from £7.4m to £5.1m. The main reason for this decline is the reduced cost structure across the AEVI Group (including AEVI UK) as a consequence of the ongoing path to profitability. Through the cost saving program as well as the reduction in the hardware business AEVI UK cost went down from £11.7m to £7.3m.
Consequently, EBITA resulted at a small loss of £0.2m.

Page 1

 
AEVI UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Risks and opportunities
 
AEVI is regularly confronted with opportunities and risks that can have both positive and negative effects on assets, profits, cash flow, but also on intangible values such as reputation and are inextricably linked to business activities. In this risk report we explain the main opportunities and risks for the company.
Opportunities and risks are continuously identified and assessed based on operational business development. The basis of the assessment is the possible positive impact on earnings due to opportunities and negative impact on earnings due to risks within the next financial year.
Economic factors
Significant effects on the budgeted EBITA can result from individual economies and also the general global economic situation developing differently than forecast. Reasons for this can be of various nature, e.g. economic fluctuations in AEVI's focus sales markets. In this respect, it is plausible that this external influence, which can only be controlled to a limited extent, opens the fluctuation interval on both sides.
After a period of high volatility in recent years, characterized by the pandemic, geopolitical fragmentation, supply bottlenecks and high inflation, followed by a tentative economic stabilization of the global economy, we are now facing times of geopolitical uncertainty again. Due to the character of AEVI UK as an entity we believe such implications will be limited.
However, generally speaking AEVI UK as an entity of the Group might be positively or negatively impacted by the described developments as any other Group member.
Relevant market
In addition to the economic factors, the category of strategic opportunities and risks also includes changes within the markets specifically relevant to the AEVI portfolio. We refer to the sales areas in which we operate with our product portfolio for commercial banks and acquirers as relevant markets. This portfolio consists of hardware, software and services. In addition, we see risks in the event that companies with similar product portfolios decide to enter the regional market or influence the market with a changed verticalization strategy and this is subsequently reflected in reduced earnings at AEVI. In contrast, there is the possibility of an increase in earnings if competitors give up individual markets or if AEVI can strengthen its own market position in dedicated segments compared to the competition.
Regardless of the competitive situation, a high level of acceptance of products on the market can result in dynamics in both positive and negative directions due to the limited predictability of the market reaction to individual portfolio elements. Specifically, we consider the opportunities and risks to be identified in this context to be balanced by the constant expansion of our product portfolio.
Customer projects
One of the risks we see on the customer side is the complexity of projects. AEVI positions itself as a provider of complex IT solutions and services. In complex projects, deadlines and cost overruns cannot be ruled out, despite prior planning. Clearly defined project organizations, project management methods and experienced project managers ensure the implementation of projects. In addition, the following opportunities/risks are mentioned as examples in the course of customer projects: dependence on individual customers, additional and reduced effort in fixed-price contracts, partner dependencies, time shifts, liability and penalty regulations. In case of doubt, these increase cost pressure in certain segments or customer projects, but can also be an opportunity for continuous operational or customer-driven improvements, both in terms of processes and the product.
 
Page 2

 
AEVI UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Distribution and procurement related risks
AEVI's target markets are characterized by varying levels of competition and concentration. Individual and project-related decisions regarding the services and conditions offered - such as a higher than expected price drop - can, in the context of the given customer or competitive situation, have a different effect on EBITA than the planned one. This effect can be both positive and negative. Due to the increasing reluctance of current and potential customers to invest, we have noticed a slight decline in sales activities (partly due to the fact that customers are currently very restrictive with their budgets for technological innovations). Recent activities by the new US government put additional pressure on distribution / procurement related risk. However, we believe AEVI UK (as well as AEVI as a Group) will not be affected directly, however potentially indirectly through the global economic climate.
 
IT security
As a provider of IT services in the area of payment transactions, security is a crucial factor. Despite all relevant certifications, compliance with regulatory requirements and scalability of the IT landscape, there is always a certain minimal risk of IT failure or security risks when processing transactions. AEVI counters this with redundant IT landscapes, cyber security protection measures as well as extensive tests, so called penetration tests, where AEVI tests its IT and its security under stressful situations. The latter can of course also give AEVI a competitive advantage for customers and therefore represent an opportunity.
Financial risks
Credit risks
AEVI tries to reduce the risk of default on original financial instruments through trading information, credit limits and debtor management including dunning and aggressive debt collection. There is currently no concentration of risk with regard to credit risks.
Liquidity risks
AEVI has recently obtained €8m incremental funding in the form of a convertible loan agreement from existing plus new shareholders. Additionally, AEVI is well on its track to become operationally cash flow positive by the end of 2025. 
As a consequence of these two points, the overall liquidity risk is classified as low.
Currency risks
In the company, income and expenses are mostly made in GBP and currency risks are therefore minimal.
Conclusion
The Company assesses the significance of the aforementioned risks for AEVI as follows:

Risk Area
Significance for AEVI
Economic factors
Medium
Relevant market
Medium
Procurement-related risks
Medium
Customer projects
Important
Sales
Medium
IT security
Important
Financial risks
Low

At the time of the report and in the foreseeable future, AEVI management does not see any individual risks that could endanger the continued existence of AEVI. From the perspective of AEVI management, AEVI management cannot identify any threat to AEVI from the overall portfolio of opportunities and risks at the time this report was prepared.
Page 3

 
AEVI UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Strategic Planning as the Basis for Operational Management

The AEVI Group’s management and control processes are based on annual strategic plans.
In the strategic planning, markets, their size, development, and innovative potential in the field of cashless payment are examined and an international analysis of customers is conducted so as to define strategic objectives. The results are incorporated into the corporate planning, taking any regional focus into account. Key corporate functions, such as production and procurement, research & development and services, are included in the planning so that they are geared to customer and market requirements. The annual strategic planning is the basis for the medium-term objectives. 
Strategic considerations feed into a three-year plan, which also includes our budget target for the following year. This target is applied to operational planning for AEVI, at which point it is linked to more detailed objectives and measures at an operational level.
Every month, based on the latest results and developments, we draw up a rolling plan (forecast) with updated financial control indicators for the current fiscal year. By monitoring this rolling plan, we are able to identify any deviations from agreed targets at an early stage and, if required, initiate measures to safeguard that those targets are met. An integrated IT system and additional analyses are used to map all of AEVI’s planning, control, and reporting processes.
Capital Enables Investment
AEVI’s capital is used for investing in sales, internationalization (e.g. exploitation of the US market) and technology. Moreover, its financial strength is bolstered by its equity and there is also an adequate supply of liquidity to permit future growth.
Managing Success with the Help of Selected Financial Indicators
The parameters used by the AEVI Group reflect the interests and expectations of our shareholders and underpin our value driven approach to corporate management. Our main focus is on indicators of financial performance that are compiled at Group level. The principal financial performance indicators used to control the AEVI Group and as the basis for senior management decisions are revenue and operating profit or loss (EBITA). 
Operating profit (EBITA) is a key measurement and control indicator for the entire AEVI Group and for its underlying profitability. EBITA stands for earnings before interest, taxes and amortization (of intangibles). Starting from EBITA as the base, both EBITDA and net income generally move in the same direction.
The following supplementary financial indicators are also considered and used for group level variance analyses: cash flows from operating activities, working capital, gross margin, research and development expenses and selling, general, and administrative expenses. The supplementary financial indicators themselves are, however, not part of the key financial performance indicators.

Page 4

 
AEVI UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 

2024
2023
Variance
Comment
Sales
£7.2m
£11.8m
(£4.6m)

3rd Party
£2.1m
£4.6m
(£2.5m)
The decline is attributable to Trust Payments and Secure Retail where the parties jointly decided (for operational and commercial reasons) for AEVI to no longer supply these clients with hardware devices which they will now buy directly; the services revenue streams remained stable.
Cross-charges
£5.1m
£7.4m
(£2.3m)
Cost transfers to other AEVI entities (for local statutory purposes classified as revenues) went down from £7.4m to £5.1m. The main reason for this decline is the reduced cost structure across the AEVI Group (including AEVI UK) as a consequence of the ongoing path to profitability.
Gross profit
£0.4m
£0.5m
(£0.1m)
Gross profit largely remained stable – the absolute number came down slightly due to reduced sales.
Administrative expenses
£0.6m
£0.3m
£0.3m
Admin expenses went up for restructuring costs and are expected to normalize in 2025 again.
Operating (loss)/profit
(£0.2m)
£0.2m
(£0.4m)



Research and development activities

R&D is a strategic success factor. For AEVI as a technology company, research and development are extremely important. Innovations and developments in the area of platform technologies as well as the security and efficiency in processing payment transactions play a key role in determining the future performance of AEVI's portfolio. Convincing customers with special services largely determines the success and future viability of our company.
Accordingly, we aim to develop leading technologies and solutions   especially at the interface between our customers and consumers. We want our customers to be able to assert themselves successfully in an environment of dynamic digitalisation and to penetrate further business areas and markets with new solutions. In addition, our customers should be able to leverage further efficiency potential in their processes through our conceptual and technological support.
The Company's main developments fall into the area of software (client, server and cloud based platform technologies). The integration and orchestration of software and hardware components into a holistic solution approach is of central importance. Platform technologies for the processing of payment transactions as well as for the provision of and interaction with value added services play an essential role in the further digitalisation of the business of our customers or their end customers   the merchants: transaction data can be consolidated independently of the underlying payment terminal hardware, linked to value added services, routed to the selected billing partners and uniformly summarized and evaluated with transaction data.

Page 5

 
AEVI UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Going concern

Based on its financial planning - derived from the expense and income planning - the management expects a slightly cumulative negative result for the Company as of December 31, 2025 in the low single-digit million range however with a monthly positive result exiting the year 2025. The convertible loan received will be used to maintain the flow of liquidity throughout the year.
To ensure liquidity in 2025, AEVI International GmbH secured a convertible loan from existing and new shareholders for the total amount of €8m.
AEVI International GmbH, through the above, will be able to continue its financial support of the AEVI UK entity for the next 12 months post the approval of the audit report.


This report was approved by the board and signed on its behalf.



M W Camerling
Director

Date: 2 June 2025
Page 6

 
AEVI UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the Company during the year under review was to provide research and development and support services to its immediate parent company AEVI International GmbH. In addition, AEVI UK Limited acts as a distributor of products, purchased within the group, to external UK customers.
The Company is a subsidiary of AEVI International GmbH, which is a provider of IT solutions and services for handling cashless payment transactions and of further services. Its portfolio ranges from hardware and software to services such as operation of transaction platforms and marketplace technologies. The ultimate parent company is HPE Institutional Fund II Holdco B.V.

Results and dividends

The loss for the year, after taxation, amounted to £276 thousand (2023 - profit £194 thousand).

No dividends have been recommended by the directors in the year (2023 - NIL).

Directors

The directors who served during the year were:

M W Camerling 
M Finke 

Page 7

 
AEVI UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

AEVI UK expects for its business to continue with local customers such as Trust Payments, Secure Retail and others. AEVI UK will also remain an important services provider for the group for admin, customer support and operations as well as engineering services.

Qualifying third party indemnity provisions

The Company has put in place qualifying third party indemnity provisions for all of the directors.

Matters covered in the Strategic Report

Matters of strategic importance, including information regarding the Company's exposure to risks associated with the financial instruments and information on research and development activities are included in the Strategic Report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





M W Camerling
Director

Date: 2 June 2025
Page 8

 
AEVI UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED
 

Opinion


We have audited the financial statements of AEVI UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 2024 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 United Kingdom, including the Financial Reporting Council'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.


Material uncertainty related to going concern


We draw attention to Note 2.3 in the financial statements, which states that the Company is reliant on financial support from its immediate parent company, AEVI International GmbH, in order to meet its financial obligations as they fall due. This support is dependent on the parent company’s ability to execute its business plans and to meet its financial covenants utilising the proceeds of a €8 million convertible loan secured in April 2025 from its existing and new shareholders. The directors believe that the convertible loan will provide the Aevi Group with sufficient liquidity to maintain business activities and meet payment obligations for the next 12 months.
As stated in Note 2.3, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 9

 
AEVI UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


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


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 7, 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 is 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.


Page 10

 
AEVI UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED (CONTINUED)


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 an Auditors' Report 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

enquiry of management, those charged with governance around actual and potential litigation and claims;
performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
reviewing minutes of meetings of those charged with governance;
reviewing financial statement disclosures and testing to supporting documentation to asses compliance with applicable laws and regulations; and
maintaining professional scepticism throughout the course of our audit work.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.
Page 11

 
AEVI UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AEVI UK LIMITED (CONTINUED)


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 2006Our 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 an Auditors' Report 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.





Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidstone, United Kingdom

9 June 2025

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
Page 12

 
AEVI UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
7,150
11,881

Cost of sales
  
(6,734)
(11,363)

Gross profit
  
416
518

Administrative expenses
  
(567)
(320)

Operating (loss)/profit
 5 
(151)
198

Interest payable and similar expenses
 9 
(125)
(4)

(Loss)/profit before tax
  
(276)
194

Tax on (loss)/profit
 10 
-
-

(Loss)/profit for the financial year
  
(276)
194

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 32 form part of these financial statements.
Page 13

 
AEVI UK LIMITED
REGISTERED NUMBER: 09669211

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Fixed assets
  

Tangible assets
 11 
41
236

  
41
236

Current assets
  

Debtors: amounts falling due within one year
 12 
1,562
962

Cash at bank and in hand
  
1,071
178

  
2,633
1,140

Creditors: amounts falling due within one year
 13 
(785)
(1,309)

Net current assets/(liabilities)
  
 
 
1,848
 
 
(169)

Total assets less current liabilities
  
1,889
67

  

Creditors: amounts falling due after more than one year
 14 
(2,187)
(89)

  
(298)
(22)

  

  

Net liabilities
  
(298)
(22)


Capital and reserves
  

Called up share capital 
 17 
400
400

Profit and loss account
 18 
(698)
(422)

  
(298)
(22)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M W Camerling
Director

Date: 2 June 2025

The notes on pages 16 to 32 form part of these financial statements.
Page 14

 
AEVI UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2023
400
(616)
(216)



Profit for the year
-
194
194



At 1 January 2024
400
(422)
(22)



Loss for the year
-
(276)
(276)


At 31 December 2024
400
(698)
(298)


The notes on pages 16 to 32 form part of these financial statements.
Page 15

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

AEVI UK Limited is a private company, limited by shares, which is registered and domiciled in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page. The principal activities of the Company are set out in the Directors' Report on page 1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Aevi International GmBH as at 31 December 2024 and these financial statements may be obtained from Ahornallee 9, 33106 Paderborn, Germany.

Page 16

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The directors have prepared projected cashflow information for AEVI UK Limited for the next twelve months from the date of approval of these financial statements in the assessment of the appropriateness of applying going concern basis of accounting in the company. AEVI UK Limited sells direct to customers as well as providing research and development and support services to the immediate parent company, AEVI International GmbH, and is reliant on the cash flows of the Group. The directors have therefore considered the appropriateness of applying the going concern basis for the Company in conjunction with an assessment of the wider Group’s cash flow forecast and liquidity position.
AEVI International GmbH has confirmed to the directors that it will continue to provide financial support to the Company to continue to meets its financial obligations as and when they are due and will not call upon payment of inter-company loans and balances for at least the next 12 months from the date of signing the financial statements until the company is able to repay these amounts.
To secure liquidity in 2025, AEVI International GmbH secured a convertible loan from existing and new shareholders for the total amount of €8m.
AEVI International GmbH, through the above, will be able to continue its financial support of the AEVI UK entity for the next 12 months post the approval of the audit report.
The Company is reliant on the financial support of its parent company, whose ability to provide such support is dependent on its ability to execute its business plan within the limits of the funds it has now raised. The directors consider this indicates that a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors anticipate that the funding will be forthcoming and therefore the going concern basis of preparation is deemed appropriate. The financial statements do not include the adjustments that would be required should the going concern basis no longer be appropriate.

Page 17

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest one £1,000.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

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:

Sale of goods

Turnover from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

Rendering of services

Turnover from providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, turnover is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Page 18

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Leases

The Company accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria:
a) there is an identified asset;
b) the Company obtains substantially all the economic benefits from use of the asset; and
c) the Company has the right to direct use of the asset.
The Company considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is not identified as giving rise to a lease.
In determining whether the Company obtains substantially all the economic benefits from use of the asset, the Company considers only the economic benefits that arise from the use of the asset, not those incidental to legal ownership or other potential benefits.
In determining whether the Company has the right to direct use of the asset, the Company considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, the Company considers whether it was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the Company applies other applicable IFRSs rather than IFRS 16.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
 
leases of low value assets; and
leases with a duration of 12 months or less.

Lease Measurement
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:
 
amounts expected to be payable under any residual value guarantee;
the exercise price of any purchase option granted in favour of the Company if it is reasonably certain to assess that option; and
any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.
Page 19

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.6
Leases (continued)

When the Company revises its estimate of the term of any lease (because, for example, it reassesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss.
When the Company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:
 
if the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy;
in all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and
if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial of full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.

For contracts that both convey a right to the Company to use an identified asset and require services to be provided to the Company by the lessor, the Company has elected to account for the entire contract as a lease, i.e. it does allocate any amount of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 20

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 21

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures, fittings, tools and equipment
-
3 to 5 years or over life of lease if less

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 profit or loss.

Impairment of fixed assets
The carrying amounts of the Company's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any such indication exists, the asset's recoverable amount is estimated. 
An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.
In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 
2.12

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.

 
2.13

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.

Page 22

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.15

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

Page 23

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.15
Financial instruments (continued)

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.


3.


Judgements in applying accounting policies 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 amounts 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 following judgements have had the most significant effect on amounts recognised in the financial statements:
Key sources of estimation uncertainty
Judgement in identifying whether a contract includes a lease
At inception of a contract, an assessment is made whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Discount rate for Right of Use assets and expected lease term
In estimating the recoverable amount of the right-of-use asset, the directors have made assumptions about the achievable market rates for similar properties with similar lease terms. 
Assessment as to whether the right-of-use assets are impaired
In estimating the recoverable amount of the right-of-use asset, the directors have made assumptions about the achievable market rates for similar properties with similar lease terms.
Page 24

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

The whole of the turnover is attributable to the Company's principal activity from services provided in the United Kingdom.


5.


Operating (loss)/profit

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

2024
2023
£000
£000

Research & development charged as an expense
-
3

Depreciation of tangible fixed assets
115
299

Exchange differences
(115)
(70)


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


As restated
2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
34
33

Page 25

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£000
£000

Wages and salaries
4,312
5,876

Social security costs
522
747

Cost of defined contribution scheme
231
301

5,065
6,924


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Administration and R&D
19
23



Services
24
37

43
60


8.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
244
484

Company contributions to defined contribution pension schemes
19
34

263
518


During the year retirement benefits were accruing to 1 director (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £238 thousand (2023 - £277 thousand).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £19 thousand (2023 - £14 thousand).

Page 26

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Interest payable and similar expenses

2024
2023
£000
£000


Other loan interest payable
120
-

Interest on lease liabilities
5
4

125
4


10.


Taxation


2024
2023
£000
£000




Tax on (loss)/profit
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

As restated
2024
2023
£000
£000


(Loss)/profit on ordinary activities before tax
(276)
194


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
(69)
46

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
37
64

Non-taxable income
(22)
(62)

Movement in deferred tax not recognised
54
(48)

Total tax charge for the year
-
-
Page 27

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

A deferred tax asset of £399 thousand (2023 - £439 thousand) arising from carried forward tax losses of £1,597 thousand (2023 - £1,757 thousand) is not recognised, due to uncertainty of available future taxable profits.


11.


Tangible fixed assets





Long-term leasehold property
Computer equipment
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
247
119
366


Disposals
(79)
(15)
(94)



At 31 December 2024

168
104
272



Depreciation


At 1 January 2024
41
89
130


Charge for the year on owned assets
-
26
26


Charge for the year on right-of-use assets
89
-
89


Disposals
-
(14)
(14)



At 31 December 2024

130
101
231



Net book value



At 31 December 2024
38
3
41



At 31 December 2023
206
30
236

Long-term leasehold property consists entirely of right-of-use assets in the current and prior year. Computer equipment assets are owned by the Company.

Page 28

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Debtors

2024
2023
£000
£000


Trade debtors
383
928

Amounts owed by group undertakings
1,139
-

Other debtors
17
27

Prepayments and accrued income
23
7

1,562
962


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


13.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Other loans
238
-

Trade creditors
122
94

Amounts owed to group undertakings
-
432

Other taxation and social security
188
394

Lease liabilities
54
120

Other creditors
22
203

Accruals and deferred income
161
66

785
1,309


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


14.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Other loans
2,187
-

Lease liabilities
-
89

2,187
89


Page 29

 
AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£000
£000

Amounts falling due within one year

Other loans
238
-


Amounts falling due 2-5 years

Other loans
2,187
-


2,425
-


A loan facility was entered into during the current year for a total amount of €5.0m, comprising a first tranche of €3.0m ("Tranche A") and a second tranche of €2.0m ("Tranche B"). The facility is subject to interest at the Bank of England Base Rate plus 7%. It is repayable in monthly instalments from September 2025, with full settlement by September 2028. The facility is subject to a debenture and is secured by way of fixed and floating charges over all property and undertakings of the Company.
Tranche A was drawn down on 30 September 2024 at the sterling equivalent of £2.5m. During the year, the Company had only made repayments for the interest accruing and the entirety of the loan remains payable. As of the year end, Tranche B had not been drawn down on.

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AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.

Leases

Company as a lessee

The only leasing activity of the Company in the year related to the long-term lease of property as disclosed in note 11.
A maturity analysis of the future undiscounted lease payments in respect of the Company's lease liabilities is presented in the table below.

Lease liabilities are due as follows:

2024
2023
£000
£000

Not later than one year
54
120

Between one year and five years
-
89

54
209

The total cash outflow for leases in the year was £82,000 thousand (2023 - £262,000).


The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:

2024
2023
£000
£000

Interest expense on lease liabilities
5
4

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AEVI UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



400,000 (2023 - 400,000) Ordinary shares of £1.00 each
400
400



18.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits, losses, and total other comprehensive income made by the Company, including distributions to, and contributions from, the owner.


19.


Pension commitments

The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £231,000 (2023 - £301,000). Contributions totalling £NIL (2023 - £NIL) were payable to the fund at the balance sheet date.


20.


Related party transactions

The Company has applied the exemption available under FRS 101 not to disclose transactions with wholly owned entities of the same group.


21.


Controlling party

The directors consider there to be no ultimate controlling party.
The Company is a subsidiary undertaking of AEVI International GmbH, with HPE Institutional Fund II Cooperative U.A. the ultimate parent company.
The largest and smallest group in which the results of the Company are consolidated is that headed by AEVI International GmbH. The consolidated financial statements of these groups are available and may be obtained from Ahornallee 9, 33106 Paderborn, Germany

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