Company registration number 13099823 (England and Wales)
ATV GLOBAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
ATV GLOBAL LIMITED
COMPANY INFORMATION
Directors
Mr B Kaminski
Mr P Poignant
Mr A Lanternier
(Appointed 29 September 2022)
Company number
13099823
Registered office
First Floor
1 Des Roches Square
Witan Way
Witney
OX28 4BE
Auditor
DSA Prospect Audit Limited
First Floor
1 Des Roches Square
Witan Way
Witney
OX28 4BE
ATV GLOBAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
ATV GLOBAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Financial review and performance

The company (‘ATV’) was incorporated in England and Wales on 24 December 2020. In February 2021, ATV became part of a group of companies (the ‘Branded’ group). Branded’s main focus is on product innovation and diversification as the global consumer base continues to place increased emphasis on eCommerce as their preferred method of shopping.

 

As at 31 December 2022, ATV is the indirect holding company of various subsidiaries registered in the United Kingdom and in the United States of America. Revenue is generated through ATV’s subsidiaries while ATV itself purely acts as the indirect investment holding company whose main activity is to recharge and be reimbursed for expenses incurred on behalf of the Branded group.

 

Functional currency

The company changed its functional currency from Sterling pounds to US dollars from 1 January 2022 with prospective application on comparative figures according to FRS 102. The change was made to reflect that US dollars is the predominant currency in the company, accounting for more than 50% of net cash flow.

Key performance indicators

ATV does not generate revenue from sales as the only source of revenue are management fees for services rendered to the subsidiaries. Therefore, there are no key performance indicators assigned to ATV for the year.

Results

We have closed the financial year with a loss of $9,819,114 (2021: £3,874,845). Interest expense of $4,629,727 (£3,583,531) from an interest-bearing credit facility is what drives the aforementioned loss for the year.

Financial position at the end of the year

Due to the volatile global financial conditions, ATV aimed to have adequate cash reserves and close the financial period with a positive cash position. As at 31 December 2022, the cash and cash equivalents amounted to $8,271,180 (2021: £6,782,822).

Description of risks and uncertainties

Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The company does not have amounts owing to it by customers. Consequently, ATV does not consider there to be any significant exposure to credit risk in this regard. ATV’s cash is held with reputable and regulated institutions and is not invested in any financial instruments carrying credit risk.

 

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability but can also increase the risk of losses. We have procedures with the object of minimizing such losses, such as, close monitoring of forecasted cash flows, with the aim of maintaining adequate cash to service the company’s current needs.

 

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates and it arises when future commercial transactions and recognised assets and liabilities are denominated in a currency other than ATV's functional currency. ATV is exposed to foreign exchange risk mainly from Euro currency fluctuations as the interest-bearing credit facility is denominated in that currency. We monitor the exchange rate fluctuations on a continuous basis and act accordingly.

 

Interest rate risk

ATV’s interest rate risk arises from interest-bearing long-term borrowings. Interest-bearing borrowings at fixed rates expose the company to fair value interest rate risk. We monitor the interest rate fluctuations on a continuous basis and act accordingly.

ATV GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Looking to the future

Restructuring

In January 2022, Branded underwent a restructuring to shorten and simplify the shareholding structure and reduce administrative costs.

 

In April 2023, Branded exercised the call option to acquire the remaining 25% of ATV.

 

On behalf of the board

Mr P Poignant
Director
19 March 2024
ATV GLOBAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr A Thompson
(Resigned 26 April 2023)
Mr B Kaminski
Mr V Mendoza
(Resigned 11 April 2023)
Mr M Ronen
(Resigned 29 September 2022)
Mr P Poignant
Mr A Lanternier
(Appointed 29 September 2022)
Research and development

Research and development (R&D) expenditure is expensed in the year in which it is incurred.

Post reporting date events

In April 2023, ATV Global Ltd was fully acquired by Branded Group Assets SARL. It is now a wholly owned subsidiary of the Branded Group.

Future developments

There are no future developments that the directors believe need to be reported.

Auditor

In accordance with the company's articles, a resolution proposing that DSA Prospect Audit Limited be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

COVID-19 pandemic

The additional risk of the impact of COVID-19 on the company has been assessed by the directors. The directors do not expect COVID-19 to have a material impact on the company’s future operations.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

ATV GLOBAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
On behalf of the board
Mr P Poignant
Director
19 March 2024
ATV GLOBAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -

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 year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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.

ATV GLOBAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ATV GLOBAL LIMITED
- 6 -
Opinion

We have audited the financial statements of ATV Global Limited (the 'company') for the year ended 31 December 2022 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

ATV GLOBAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ATV GLOBAL LIMITED
- 7 -
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:

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.

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

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

ATV GLOBAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ATV GLOBAL LIMITED
- 8 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Mr Gary John McHale FCCA
Senior Statutory Auditor
For and on behalf of DSA Prospect Audit Limited
19 March 2024
Chartered Certified Accountants
Statutory Auditor
First Floor
1 Des Roches Square
Witan Way
Witney
OX28 4BE
ATV GLOBAL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
Year
Period
ended
ended
31 December
31 December
2022
2021
Notes
$
£
Turnover
3
1,276,797
286,138
Cost of sales
(263,497)
(833,493)
Gross profit/(loss)
1,013,300
(547,355)
Administrative expenses
(20,400,383)
(5,989,170)
Other operating income
13,908,090
6,245,211
Operating loss
4
(5,478,993)
(291,314)
Interest receivable and similar income
8
3,315,006
-
0
Interest payable and similar expenses
9
(7,632,365)
(3,583,531)
Loss before taxation
(9,796,352)
(3,874,845)
Tax on loss
10
(22,762)
-
0
Loss for the financial year
(9,819,114)
(3,874,845)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ATV GLOBAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
Year
Period
ended
ended
2022
2021
$
£
Loss for the year
(9,819,114)
(3,874,845)
Other comprehensive income
-
-
Total comprehensive income for the year
(9,819,114)
(3,874,845)
ATV GLOBAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021
Notes
$
$
£
£
Fixed assets
Investments
12
80,883,893
59,187,205
Current assets
Debtors
14
55,707,234
24,471,041
Cash at bank and in hand
8,271,180
6,782,822
63,978,414
31,253,863
Creditors: amounts falling due within one year
15
(53,288,623)
(10,850,219)
Net current assets
10,689,791
20,403,644
Total assets less current liabilities
91,573,684
79,590,849
Creditors: amounts falling due after more than one year
16
(46,752,899)
(39,692,769)
Net assets
44,820,785
39,898,080
Capital and reserves
Called up share capital
19
970,200
721,047
Share premium account
20
58,529,800
43,051,878
Profit and loss reserves
21
(14,679,215)
(3,874,845)
Total equity
44,820,785
39,898,080

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.true

The financial statements were approved by the board of directors and authorised for issue on 19 March 2024 and are signed on its behalf by:
Mr P Poignant
Director
Company registration number 13099823 (England and Wales)
ATV GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 24 December 2020
-
0
-
0
-
0
-
Period ended 31 December 2021:
Loss and total comprehensive income
-
-
(3,874,845)
(3,874,845)
Issue of share capital
19
721,047
43,051,878
-
43,772,925
Balance at 31 December 2021
721,047
43,051,878
(3,874,845)
39,898,080
$
$
$
$
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(9,819,114)
(9,819,114)
Other movements
249,153
15,477,922
(985,256)
14,741,819
Balance at 31 December 2022
970,200
58,529,800
(14,679,215)
44,820,785
ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
1
Accounting policies
Company information

ATV Global Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 1 Des Roches Square, Witan Way, Witney, OX28 4BE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 company changed its functional currency from Sterling pounds to US dollars from 1 January 2022 with prospective application on comparative figures according to FRS 102. The change was made to reflect that US dollars is the predominant currency in the company, accounting for more than 50% of net cash flow.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

ATV Global Limited is 75% owned by Branded Group Assets SARL, a wholly owned subsidiary of Branded Group SA. The results of ATV Global Limited are included in the consolidated financial statements of Branded Group SA which are available from 17 Boulevard Friedrich Wilhelm Raiffeisen, 2411, Luxembourg.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. 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.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and rebates allowed by the company and value added taxes.

 

The company bases its estimate of returns on actual results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

 

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

 

The company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the group retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to the group’s sales channel have been met, as described below.

The company sells goods online on Amazon and other platforms for delivery to the customer. Revenue is recognised when the risks and rewards of the inventory are passed to the customer. The point of acceptance is the goods shipment to the delivery address of the customer

 

Provision is made for credit notes based on the expected level of returns which is based on the actual experience of returns.

Other operating income is income received from group companies in respect of management and operational recharges.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
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.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.7
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.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
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.

1.9
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.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
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.

1.10
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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Share-based payments

Share based payment expense is measured and recorded based on the fair value of those awards as determined on the date of grant. The expense is recognized using the straight-line method, over the requisite service period of the individual grant, generally equal to the vesting period.

 

The fair value of share option awards is determined by using the Black-Scholes-Merton option-pricing model. The model uses the average term between the weighted-average vesting term and the contractual maturity term to capture the expected and observed sub-optimal exercise behaviour of typical employee share option grants.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -

The Black-Scholes-Merton option-pricing model requires the use of highly subjective and complex assumptions as follows:

 

 

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than US dollars 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
Turnover and other revenue
2022
2021
$
£
Turnover analysed by geographical market
USA
1,276,797
286,138
ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Turnover and other revenue
(Continued)
- 19 -
2022
2021
$
£
Other revenue
Interest income
3,315,006
-
4
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
$
£
Exchange gains
(85,037)
(1,381,651)
Research and development costs
2,444
20,799
Impairment of stocks recognised or reversed
(9,606,400)
-
0
Share-based payments
841,541
-
Operating lease charges
83,070
33,851
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
$
£
For audit services
Audit of the financial statements of the company
3,014
2,000
Audit of the financial statements of the company's subsidiaries
63,042
37,800
66,056
39,800
For other services
Audit-related assurance services
22,541
15,000
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
31
51
ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
6
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2022
2021
$
£
Wages and salaries
3,037,117
2,246,341
Social security costs
255,567
347,597
Pension costs
96,101
64,763
3,388,785
2,658,701
7
Directors' remuneration
2022
2021
$
£
Remuneration for qualifying services
120,000
90,000
8
Interest receivable and similar income
2022
2021
$
£
Interest income
Other interest income
3,315,006
-
0
9
Interest payable and similar expenses
2022
2021
$
£
Interest on bank overdrafts and loans
4,629,727
3,583,531
Other interest on financial liabilities
3,002,638
-
0
7,632,365
3,583,531
10
Taxation
2022
2021
$
£
Current tax
Foreign current tax on profits for the current period
22,762
-
0
ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
10
Taxation
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
$
£
Loss before taxation
(9,796,352)
(3,874,845)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(1,861,307)
(736,221)
Tax effect of expenses that are not deductible in determining taxable profit
2,360
38,689
Unutilised tax losses carried forward
1,858,947
896,659
Group relief
-
0
16,071
Effect of overseas tax rates
22,762
-
0
Tax rate changes
-
0
(215,198)
Taxation charge for the year
22,762
-
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2022
2021
Notes
$
£
In respect of:
Stocks
(9,606,400)
-
0
Recognised in:
Cost of sales
(9,606,400)
-
12
Fixed asset investments
2022
2021
Notes
$
£
Investments in subsidiaries
13
80,883,893
59,187,205
Financial assets pledged as collateral

Investments with a carrying amount of $80,883,893 (2021 - £ 59,187,205) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
AT Global Holdings Ltd
UK
Ordinary
100.00
-
CNKV Holdings Inc
USA
Ordinary
100.00
-
Home Native Holdings Limited
UK
Ordinary
0
100.00
Home Native Limited
UK
Ordinary
0
100.00
Cani Investments Limited
UK
Ordinary
0
100.00
Yellapro Limited
UK
Ordinary
0
100.00
Saxon Online Limited
UK
Ordinary
0
100.00
Fullstar UK Limited
UK
Ordinary
0
100.00
Fullstar Houseware LLC
USA
Ordinary
0
100.00
Elm E-commerce Limited
UK
Ordinary
0
100.00
Buckthorn Online Limited
UK
Ordinary
0
100.00
Willow International Limited
UK
Ordinary
0
100.00
Globali Online Limited
UK
Ordinary
0
100.00
Ewarrior Global Limited
UK
Ordinary
0
100.00
Clean Nutrition Limited
UK
Ordinary
0
100.00
Sierra Global Limited
UK
Ordinary
0
100.00
La Torre Global Limited
UK
Ordinary
0
100.00
New Crafty Operating Company LLC
USA
Ordinary
0
100.00
New Kitchen Operating Company LLC
USA
Ordinary
0
100.00
New Viking Revolution LLC
USA
Ordinary
0
100.00
New Nuva LLC
USA
Ordinary
0
100.00
14
Debtors
2022
2021
Amounts falling due within one year:
$
£
Trade debtors
31,675
150,555
Amounts owed by group undertakings
54,198,452
22,811,860
Other debtors
100,811
310,757
Prepayments and accrued income
1,376,296
1,197,869
55,707,234
24,471,041

Debtors with a carrying amount of $54,330,940 (2021 - £23,273,170) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
15
Creditors: amounts falling due within one year
2022
2021
Notes
$
£
Bank loans
17
3,573,470
2,332,231
Trade creditors
12,274
91,111
Amounts owed to group undertakings
49,473,186
8,224,880
Corporation tax
23,650
-
0
Other taxation and social security
55,039
65,369
Other creditors
11,292
-
0
Accruals and deferred income
139,712
136,628
53,288,623
10,850,219

The bank loans and overdrafts were secured at the year-end by fixed and floating debenture charge over all the company's assets on behalf of Kreos Capital VI (UK) Limited as Security Trustee on behalf of Kreos Capital VI (UK) Limited.

16
Creditors: amounts falling due after more than one year
2022
2021
Notes
$
£
Bank loans and overdrafts
17
46,752,899
39,692,769

The bank loans and overdrafts were secured at the year-end by fixed and floating debenture charge over all the company's assets on behalf of Kreos Capital VI (UK) Limited as Security Trustee on behalf of Kreos Capital VI (UK) Limited.

17
Loans and overdrafts
2022
2021
$
£
Bank loans
50,326,369
42,025,000
Payable within one year
3,573,470
2,332,231
Payable after one year
46,752,899
39,692,769

Amounts totalling $50,326,369 (2021 - £42,025,000) held in bank loans are secured by a fixed and floating charge and debenture over all assets.

Secured debts have an annual interest rate charged on them of 8.25%. Within the first 12 months of the loan the repayments are interest only. The term is 48 months.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
18
Retirement benefit schemes
2022
2021
Defined contribution schemes
$
£
Charge to profit or loss in respect of defined contribution schemes
96,101
64,763

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

19
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
$
£
Issued and fully paid
A Ordinary of 1p each
24,255,000
24,255,000
242,550
177,487
B Ordinary of 1p each
72,765,001
72,765,001
727,650
543,560
97,020,001
97,020,001
970,200
721,047
20
Share premium account
2022
2021
$
£
At the beginning of the year
58,529,800
-
0
Issue of new shares
-
0
43,051,878
At the end of the year
58,529,800
43,051,878
21
Profit and loss reserves
2022
2021
$
£
At the beginning of the year
(4,860,101)
-
0
Loss for the year
(9,819,114)
(3,874,845)
At the end of the year
(14,679,215)
(3,874,845)
22
Financial commitments, guarantees and contingent liabilities

The company has an outstanding fixed and floating charge, which contains a negative pledge, against certain assets of the company in respect of group liabilities.

ATV GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 25 -
23
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2022
2021
$
£
Within one year
30,766
51,576
Between two and five years
-
0
25,788
30,766
77,364
24
Events after the reporting date

In April 2023, ATV Global Ltd was fully acquired by Branded Group Assets SARL. It is now a wholly owned subsidiary of the Branded Group.

25
Ultimate controlling party

The parent company of ATV Global Limited is Branded Group Assets SARL.

 

As at the year end the ultimate holding company of ATV Global Limited was Branded Group SA and its registered office is 17 Boulevard Friedrich Wilhelm Raiffeisen, 2411, Luxembourg.

The company's financial statements are consolidated into the ultimate holding company's financial statements as at 31 December 2022 and are available from the parent's registered office.

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