Registered number: 12921479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONVENET LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Convenet Ltd

Contents

 

 

Page

 

 

Company Information

3

 

 

Directors' Responsibility Statement

4

 

 

Independent Auditor's Report

5 - 8

 

 

Statement of Financial Position

9

 

 

Notes to the Financial Statements

10 - 15

 

 

The following pages do not form part of the statutory accounts:

 

 

Convenet Ltd

Company Information

For The Year Ended 31 December 2024

 

Directors

Mr N Sassali

 

Ms K Stalmack

 

Mr K Armbrester

 

Ms J Williams

 

 

Company Number

12921479

 

 

Registered Office

C/- Adauxi Ltd

 

B4 Parkside Knowledge Gateway

 

Nesfield Road

 

Colchester,

 

Essex

 

England

 

CO4 3ZL

 

 

Independent Auditors

Deloitte Ireland LLP

 

Chartered Accountants and Statutory Audit firm

 

Galway Financial Services Centre

 

Moneenageisha Road

 

Galway

 

Ireland

 

H91 W1Yv

 

Convenet Ltd

Company No. 12921479

Directors' Responsibility Statement

 

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including The Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. 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 the 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; and

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF

CONVENET LTD

 

Report on the audit of the financial statements

 

Opinion

In our opinion the financial statements of Convenet Ltd (the ‘company'):

 

•

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 financial year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

 

•

the Profit and Loss Account and Statement of Retained Earnings

•

the balance sheet; and

•

the related notes 1 to 12.

 

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

 

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 auditor's responsibilities for the audit of the financial statements section of our report.

 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the ‘FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF

CONVENET LTD

 

Other information

The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

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.

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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.

 

Auditor's 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 auditor's 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.

 

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

 

We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF

CONVENET LTD

 

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

 

•

had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and

•

do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

 

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

 

In addition to the above, our procedures to respond to the risks identified included the following:

 

•

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

•

enquiring of management and legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

•

reading minutes of meetings of those charged with governance.

 

Report on other legal and regulatory requirements

 

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

•

the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•

the directors' report has been prepared in accordance with applicable legal requirements.

 

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 any material misstatements in the directors' report.

 

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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; or

•

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

 

We have nothing to report in respect of these matters.

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF

CONVENET LTD

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's 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.

 

Other matter

As the company was exempt from audit under section 477/479A/480 of the Companies Act 2006 in the prior year we have not audited the corresponding amounts for that year.

 

 

 

 

 

 

David Boyle (Senior statutory auditor)

For and on behalf of Deloitte Ireland LLP

Statutory Auditor

Galway Financial Services Centre, Moneenageisha Road, Galway

 

22 December 2025

Convenet Ltd

Statement of Financial Position

As At 31 December 2024

 

 

 

 

 

Unaudited

 

 

2024

2023

 

Notes

£

£

£

£

FIXED ASSETS

 

 

 

 

 

Tangible Assets

7

 

9,979

 

8,349

 

 

 

 

 

 

 

 

 

9,979

 

8,349

CURRENT ASSETS

 

 

 

 

 

Debtors

8

41,632

 

73,026

 

Cash at bank and in hand

 

474,463

 

117,317

 

 

 

 

 

 

 

 

 

516,095

 

190,343

 

 

 

 

 

 

 

Creditors: Amounts Falling Due Within One Year

9

(4,636,448)

 

(2,290,617)

 

 

 

 

 

 

 

NET CURRENT ASSETS (LIABILITIES)

 

 

(4,120,353)

 

(2,100,274)

 

 

 

 

 

 

TOTAL ASSETS LESS CURRENT LIABILITIES

 

 

(4,110,374)

 

(2,091,925)

 

 

 

 

 

 

NET LIABILITIES

 

 

(4,110,374)

 

(2,091,925)

 

 

 

 

 

 

CAPITAL AND RESERVES

 

 

 

 

 

Called up share capital

10

 

2

 

2

Income Statement

 

 

(4,110,376)

 

(2,091,927)

 

 

 

 

 

 

SHAREHOLDERS' FUNDS

 

 

(4,110,374)

 

(2,091,925)

 

The notes on pages 11 to 15 form part of these financial statements.

 

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", applying Section 1A of that Standard.

 

The financial statements were approved by the board of directors on December 2025 and were signed on its behalf by:

 

 

 

 

Mr N Sassali

Director

 

19 December 2025

Convenet Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

 

1.     General Information

 

Convenet Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 12921479. The registered office is C/- Adauxi Ltd B4 Parkside Knowledge Gateway, Nesfield Road, Colchester, Essex, England, CO4 3ZL.

 

2.     Accounting Policies

 

2.1.     Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The Directors have considered whether there are any critical accounting judgements or key sources of estimation uncertainty to disclose and have concluded that there are none. The company has availed of the exemption in FRS 102 Section 1A from the requirement to prepare a Statement of Cash Flows because it is classified as a small company.

true

 

2.2.     Going Concern Disclosure

The Directors have assessed the prospects of the Company over a period of at least 12 months after the date of approval of these financial statements. The Directors have considered cash flow forecasts, forecast financial performance taking account of reasonably possible downsides, and the Company's commitments and obligations. The Company has immediate access to cash from its parent, Smart Holdings Corp, should it be required and Smart Holdings Corp has indicated its commitment via a letter of support to continue to make available such funds as is needed by the Company for a period of at least twelve months from the date of approval of the financial statements. Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

true

 

2.3.     Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 

2.4.     Tangible Fixed Assets and Depreciation

 

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

 

Computer Equipment

25%

Straight line method

 

2.5.     Foreign Currencies

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period, foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to the profit and loss in the period arising.

Convenet Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

 

2.6.     Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period. Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

 

2.7.     Pensions

Contributions to defined contribution plans are expensed in the period to which they relate.

 

2.8.     Debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts.

 

Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

 

2.9.     Creditors

Short term creditors are measured at transaction price (which is usually the invoice price).

 

Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

 

2.10.     Provisions

Provisions (i.e. liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation, and the amount of the obligation can be estimated reliably.

Convenet Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

 

3.     Auditors remuneration

 

Audit fees in relation to the auditing of the financial statements for the Company for the year ended 31 December 2024 was £18,864. No other non-audit services were provided to the company.

 

4.     Average Number of Employees

 

Average number of employees, including directors, during the year was: 6 (2023: 5)

 

 

 

Unaudited

 

2024

2023

 

£

£

Staff costs

 

 

Wages and salaries

814,150

530,285

Social security costs

87,187

62,932

Pension costs - defined contribution schemes

147,078

127,139

 

 

 

 

1,048,415

720,356

 

5.     Operating Loss

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Operating loss is stated after charging:

 

 

Depreciation

3,869

2,257

Staff costs

1,000,263

544,497

Directors' remuneration

48,153

175,860

 

6.     Tax

 

 

 

Unaudited

 

2024

2023

 

£

£

Current tax:

 

 

Current tax charge

-

-

Deferred tax

-

-

 

 

 

Total current tax charge

-

-

Convenet Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

 

6.     Tax (continued)

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Tax reconciliation

 

 

Loss before tax

(2,018,449)

(1,928,832)

 

 

 

Loss on ordinary activities before taxation multiplied by the effective standard rate of UK tax of 25% (2023: 25%)

(504,612)

(482,208)

 

 

 

Effects of:

 

 

 

 

 

Expenses not deductible/(allowable)

12,717

2,952

Other movements

491,895

479,256

 

 

 

Total tax charge

-

-

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Deferred tax:

 

 

Opening deferred tax asset/(liability)

-

-

Movement to profit and loss

-

-

 

 

 

Closing deferred tax asset/(liability)

-

-

 

7.     Tangible Assets

 

 

Computer

 

Equipment

 

£

 

 

Cost

 

As at 1 January 2024

11,026

Additions

5,498

 

 

As at 31 December 2024

16,524

 

 

Depreciation

 

As at 1 January 2024

2,677

Provided during the period

3,868

 

 

As at 31 December 2024

6,545

 

 

Net Book Value

 

As at 31 December 2024

9,979

 

 

As at 1 January 2024

8,349

Convenet Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

 

8.     Debtors

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Due within one year

 

 

Trade debtors

2,000

17,880

Other debtors

39,632

55,146

 

 

 

 

41,632

73,026

 

9.     Creditors: Amounts Falling Due Within One Year

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Trade creditors

96

1,692

Amounts owed to group undertakings

668,139

92,361

Amounts owed to participating interests

3,730,000

2,105,000

Other creditors

207,659

68,200

Taxation and social security

30,554

23,364

 

 

 

 

4,636,448

2,290,617

 

10.     Share Capital

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Allotted, Called up and fully paid

2

2

 

Convenet Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

 

11.     Post Balance Sheet Events

 

There have been no events subsequent to year end requiring disclosure or adjustment.

 

12.     Related Party Disclosures

 

 

 

Unaudited

 

2024

2023

 

£

£

 

 

 

Director remuneration

48,153

175,860

Compensation paid to key management personnel

300,159

297,221

 

Odyssey Topco, Inc. is the parent entity of the smallest group up of which the company is a member and for which consolidated financial statements are drawn. Its registered address is 2222 W. Dunlap Avenue, Phoenix, Arizona 85021, United States. With regards to transactions with other members of the group, the Company has taken advantage of the exemption available under FRS 102 not to disclose such transactions with 100% owned companies of the group.

true
There were no other related party transactions

 

Convenet Ltd is a private company limited by shares and incorporated in England having registered number 12921479. Its registered office is C/- Adauxi Limited, B4 Parkside Knowledge Gateway, Nesfield Road, Colchester, CO4 3ZL.