Company registration number 07636907 (England and Wales)
AVENTRI (UK) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
AVENTRI (UK) LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
AVENTRI (UK) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
$
$
$
$
Fixed assets
Tangible assets
4
87
6,668
Investments
5
2,679,000
2,679,000
2,679,087
2,685,668
Current assets
Debtors
6
66,764
117,069
Cash at bank and in hand
135
135
66,899
117,204
Creditors: amounts falling due within one year
7
(1,578,167)
(1,740,606)
Net current liabilities
(1,511,268)
(1,623,402)
Total assets less current liabilities
1,167,819
1,062,266
Provisions for liabilities
8
(42,255)
Net assets
1,125,564
1,062,266
Capital and reserves
Called up share capital
135
135
Profit and loss reserves
1,125,429
1,062,131
Total equity
1,125,564
1,062,266
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 26 September 2025 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 2024
- 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
Basis of preparation
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 2024 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.
The company recognises revenue from events.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
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.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
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.
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.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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.
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
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
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.
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:
2024
2023
Number
Number
Total
15
19
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
4
Tangible fixed assets
Plant and machinery etc
$
Cost
At 1 January 2024 and 31 December 2024
126,104
Depreciation and impairment
At 1 January 2024
119,436
Depreciation charged in the year
6,581
At 31 December 2024
126,017
Carrying amount
At 31 December 2024
87
At 31 December 2023
6,668
5
Fixed asset investments
2024
2023
$
$
Shares in group undertakings and participating interests
2,679,000
2,679,000
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
2024
2023
Amounts falling due within one year:
$
$
Other debtors
66,786
118,226
2024
2023
Amounts falling due after more than one year:
$
$
Deferred tax asset
(22)
(1,157)
Total debtors
66,764
117,069
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
7
Creditors: amounts falling due within one year
2024
2023
$
$
Trade creditors
6,099
Amounts owed to group undertakings
1,341,676
1,597,089
Taxation and social security
50,709
51,029
Other creditors
179,683
92,488
1,578,167
1,740,606
8
Provisions for liabilities
2024
2023
$
$
Provision
42,255
-
Deferred tax liabilities
22
1,157
42,277
1,157
Movements on provisions apart from deferred tax liabilities:
Provision
$
Additional provisions in the year
42,255
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 / $42,255. It is certain that Aventri UK will not be receiving the deposit back. However, the remaining balance due is provided for as this will be paid in the 2025 financial year.
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 is unqualified and includes the following:
AVENTRI (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Audit report information
(Continued)
- 8 -
Opinion
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 profit 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.
Material Uncertainty related to going concern
We draw attention to Note 1.2 in the financial statement, which indicates that the company is reliant on the larger group. The group accounts indicate losses to date and therefore it is not clear how the company can be supported without any uncertainty.
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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report
Senior Statutory Auditor:
Emily Brown
Statutory Auditor:
Sam Rogoff & Co Ltd
Date of audit report:
26 September 2025
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
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.
12
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 2024
- 9 -
13
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