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REGISTERED NUMBER: 03859136 (England and Wales)











STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

RADIAL COMMERCE LIMITED

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 10

Statement of Financial Position 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


RADIAL COMMERCE LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: D A G De Love
M P Paulus De Ch-telet





REGISTERED OFFICE: 26 Broadgate
Chadderton
Middleton
Oldham
OL9 9XA





REGISTERED NUMBER: 03859136 (England and Wales)





AUDITORS: Haines Watts, Statutory Auditor
Chartered Accountants
The Lightbox
87 Castle Street
Reading
Berkshire
RG1 7SN

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their strategic report for the year ended 31 December 2023.

REVIEW OF BUSINESS
The principal activity of the Company for the year under review was that of fulfilment, transportation, and channel development services for internet retailers based in the United Kingdom, Europe, and North America. The Company also provides these services on behalf of other Radial Inc. group companies.

The principal activity has not changed during the year and the Directors are not aware, at the date of this review, of any likely major changes to activities in the next year. The directors don't consider there to be any specific non-financial KPIs that would add additional value to the users of these accounts.

The Company is wholly-owned by bpost NA/SV which is incorporated in Belgium.

The Company is seeing reduction in volumes since 2022 due to the cost of living crisis and post impact of Covid. There has been no impact on the business operations following the impact of Ukraine/Russia however there has been disruption to carrier services to those countries but this has had little impact on the UK operations.

The revenue of the Company decreased to £12,885,662 in 2023 (2022: £13,770,226). The activities of the Company resulted in an operating loss of £629,328 in 2023 (2022: £216,445). The results for the year are set out in the Income Statement on page 10.

The balance of the Company's net liabilities have increased to £5,086,670 in 2023 (2022: £4,243,278). The financial position of the Company is set out in the Statement of financial position on page 11.

PRINCIPAL RISKS AND UNCERTAINTIES
The Company's operations expose it to a variety of risks that include but not limited to our clients ability to drive traffic on their sites through various initiatives, client retention, freight costs, and outsourcing costs, together with growth of the business and underlying economic environmental factors affecting overall consumer confidence and e-commerce growth.

The Company's credit risk is primarily attributable to its trade receivables. The Company has implemented policies that require appropriate credit checks on potential customers before new financial statements are accepted. The amounts presented in the balance sheet are net of allowance for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.

These risks are formally reviewed by the Board and appropriate processes are in place to monitor and mitigate these risks.


RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

KEY PERFORMANCE INDICATORS
Operating loss is considered to be a key performance indicator of the business. For the financial year 2023 the business generated an operating loss of £629,328 in 2023 (2022: £216,445).

Revenue is considered to be a key performance indicator of the business. For the financial year 2023 the business generated revenues of £12,885,662 (2022: £13,770,226).

The Company's main challenges and opportunities are linked to our clients' success as well as through growth of the business through the addition of new clients. This will drive increased turnover and income from operations. The Company is also directed impacted to the business drivers of bpost NA/SV, which is the Ultimate Parent to the Company.

ON BEHALF OF THE BOARD:





D A G De Love - Director


20 September 2024

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

FUTURE DEVELOPMENTS
Our business is dependent on our existing clients' growth and sustained sales and the ability of our clients to fulfil their contractual obligations. The company profits can be affected by a fall in customer spending as a result of economic downturn, inflation or deflation. The company seeks to hedge this risk through its focus on growth strategy and expanding its client base both in the UK and Internationally.

The market for the development and operation of e-commerce businesses is continuously evolving and intensely competitive. We continue to grow our client base primarily through the efforts of our in-house sales organisation as well as leveraging existing U.S. based clients contracted with our parent company who desire to expand internationally

DIRECTORS
The directors who have held office during the period from 1 January 2023 to the date of this report are as follows:

K Van Beveren - resigned 7 August 2023
P P Dartienne - appointed 7 August 2023

D A G De Love and M P Paulus De Ch-telet were appointed as directors after 31 December 2023 but prior to the date of this report.

M D Halleux and P P Dartienne ceased to be directors after 31 December 2023 but prior to the date of this report.

GOING CONCERN
Given the current market environment, there is uncertainty over levels of trading and the company has made an operating loss for the year. The Directors believe that they have a strong long-term business model in place. The company is able to offer UK and global retailers and brands comprehensive, end-to-end e-commerce solutions that have already demonstrated success for group companies in the United States. The business is able to provide an end-to-end solution for the UK's online market and also to serve as a model that will be used to empower retailers and brands in establishing and building their e-commerce business across Europe.

The financial statements have been prepared on a going concern basis as the company has the continued financial support from the group parent company, bpost NA/SV. Note 15 to the financial statements outlines the long term financial support to the business. On this basis, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

DIRECTORS' INDEMNITIES
As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its Directors.


RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Haines Watts, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting,

ON BEHALF OF THE BOARD:





D A G De Love - Director


20 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RADIAL COMMERCE LIMITED


Opinion
We have audited the financial statements of Radial Commerce Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RADIAL COMMERCE LIMITED


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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page five, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RADIAL COMMERCE LIMITED


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 a Report of the Auditors 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:

We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006 and relevant tax compliance regulations in the UK.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

- Challenging assumptions and judgements made by management in its significant accounting estimates;
- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations;
- Confirming with management whether they have knowledge of any actual, suspected or illegal fraud;
- Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RADIAL COMMERCE LIMITED


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 a Report of the Auditors 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.




Mark Newbold FCA (Senior Statutory Auditor)
for and on behalf of Haines Watts, Statutory Auditor
Chartered Accountants
The Lightbox
87 Castle Street
Reading
Berkshire
RG1 7SN

24 September 2024

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
as restated
Notes £ £

TURNOVER 4 12,885,662 13,770,226

Cost of sales 7,579,101 8,999,150
GROSS PROFIT 5,306,561 4,771,076

Administrative expenses 5,935,889 4,987,521
OPERATING LOSS 7 (629,328 ) (216,445 )

Interest receivable and similar income 8 236,762 61,253
(392,566 ) (155,192 )

Interest payable and similar expenses 9 450,826 449,594
LOSS BEFORE TAXATION (843,392 ) (604,786 )

Tax on loss 10 - -
LOSS FOR THE FINANCIAL YEAR (843,392 ) (604,786 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(843,392

)

(604,786

)

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

2023 2022
as restated
Notes £ £ £ £
FIXED ASSETS
Tangible assets 12 416,272 428,398

CURRENT ASSETS
Debtors 13 2,219,968 3,261,746
Cash at bank 5,633,364 5,070,472
7,853,332 8,332,218
CREDITORS
Amounts falling due within one year 14 3,123,629 2,831,435
NET CURRENT ASSETS 4,729,703 5,500,783
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,145,975

5,929,181

CREDITORS
Amounts falling due after more than one
year

15

(9,026,645

)

(9,039,459

)

PROVISIONS FOR LIABILITIES 17 (1,206,000 ) (1,133,000 )
NET LIABILITIES (5,086,670 ) (4,243,278 )

CAPITAL AND RESERVES
Called up share capital 18 37,788,281 37,788,281
Other reserves 19 302,874 302,874
Retained earnings 19 (43,177,825 ) (42,334,433 )
SHAREHOLDERS' FUNDS (5,086,670 ) (4,243,278 )

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 20 September 2024 and were signed on its behalf by:





D A G De Love - Director


RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Other Total
capital earnings reserves equity
£ £ £ £
Balance at 1 January 2022 37,788,281 (41,729,647 ) 302,874 (3,638,492 )

Changes in equity
Total comprehensive income - (604,786 ) - (604,786 )
Balance at 31 December 2022 37,788,281 (42,334,433 ) 302,874 (4,243,278 )

Changes in equity
Total comprehensive income - (843,392 ) - (843,392 )
Balance at 31 December 2023 37,788,281 (43,177,825 ) 302,874 (5,086,670 )

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. GENERAL INFORMATION

Radial Commerce Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


These financial statements are rounded to the nearest £.

2. ACCOUNTING POLICIES

Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The 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 for parent company information presented within the consolidated financial statements:

- Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures.
- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

Going concern
The financial statements have been prepared on a going concern basis as the company has the continued financial support from the group parent company, bpost NA/SV. Note 15 to the financial statements outlines the long term financial support to the business. On this basis, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

Turnover
Turnover represents amounts receivable for services provided in the normal course of business, net of trade discounts, VAT and other sales-related taxes, and is recognised at the time services are provided. Advance revenue in respect of contract set up costs is deferred and recognised as turnover on a straight-line basis over the life of the contract.

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Fixed assets are stated at historic cost, less accumulated depreciation and any provision for impairment.

Depreciation on tangible fixed assets is calculated to write off the cost to their estimated residual value over their estimated useful lives. In this respect the following annual depreciation rates have been applied on a straight-line basis:

-Computer equipment and software- between 100% and 20% of cost
-Fixtures and fittings- between 35% and 20% of cost

The gross capitalized cost of the asset includes its cost plus the essential costs incurred to bring the asset to its intended use. Any related costs incurred after the asset's acquisition, such as additions, improvements, or replacements, are added to the asset's cost if they provide future services potential.

Taxation
UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profit and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in years different from those in which they are recognised in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing difference are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

Where the directors consider that it would be imprudent to recognise a deferred tax asset in respect of share options, either because a future tax deduction is considered unlikely, or because it is considered impracticable to value accurately, no such asset will be recognised instead, the best estimate of the potential tax asset will be disclosed in the notes to the financial statements.

Foreign currencies
Monetary assets and liabilities expressed in foreign currencies are translated into sterling at rates of exchange ruling at the date of the balance sheet. Transactions in foreign currency are converted to sterling at the rate at the date of the transaction. All differences on exchange are taken to the profit and loss account.

Operating leases
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term, except where the year to the review date on which the rent is first expected to be adjusted to the prevailing market rate is shorter than the full lease term, in which case the shorter year is used.

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Pension costs
For defined contribution schemes, the amount charged to the profit and loss account in respect of pension costs and other post-retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Related party transactions
During the year the Company entered into transactions with related parties, including with associates Radial Gmbh and Radial Inc, see note 22.

3. SIGNIFICANT JUDGEMENTS MADE BY MANAGEMENT

The Company is often required to make estimates and assumptions regarding the future. The estimates will, by definition, rarely equal the actual results achieved. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below. Estimates and judgements are continually re-assessed and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Depreciation and amortisation rates
The Company depreciates its assets over their estimated useful lives, as more fully described in the accounting policies for property, plant and equipment. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes. Refer to note 12.

Impairment of assets
Property, plant and equipment, goodwill and intangible assets are assessed for impairment at least on an annual basis, as more fully described in the accounting policy in respect of impairment and reflected within note 12. The future cash flows are assessed, taking into account forecast market conditions and the expected lives of these assets. The present value of these cash flows is compared to the current net asset value.

Recognition of deferred tax assets in respect of assessed tax losses
The Company has recognised £nil (2022: £NIL) as a deferred tax asset based upon the tax losses available and the future projected profitability of the company. Refer to note 10.

Dilapidation provision
Provision are liabilities of uncertain timing or amount. At the balance sheet date, the Company reviews its obligations and estimates the provision required. This involves significant judgement and estimation. The main assumption relate to the expected future cost of settling the obligation and the timing of the expenditure. Any changes in these assumptions could have a significant impact on the carrying amount of the provision.

Fair value determination
The face values of financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values.

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. TURNOVER

All turnover and operating loss is generated from the principal activity of the company in the United Kingdom.

5. EMPLOYEES AND DIRECTORS
2023 2022
as restated
£ £
Wages and salaries 3,064,047 3,206,597
Social security costs 295,177 311,182
Other pension costs 200,596 172,061
3,559,820 3,689,840

The average number of employees during the year was as follows:
2023 2022
as restated

Fulfilment 77 91
Product Development 5 6
Administration 16 15
98 112

6. DIRECTORS' EMOLUMENTS
2023 2022
as restated
£ £
Directors' remuneration - -

7. OPERATING LOSS

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

2023 2022
as restated
£ £
Other operating leases 681,571 681,641
Depreciation - owned assets 127,525 209,640
Auditors' remuneration 32,500 30,000
Auditors' remuneration for non audit work 4,250 4,000
Foreign exchange differences 102,137 (260,445 )

8. INTEREST RECEIVABLE AND SIMILAR INCOME
2023 2022
as restated
£ £
Deposit account interest 236,762 61,253

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


9. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
as restated
£ £
Interest payable to group 450,826 449,594

10. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
as restated
£ £
Loss before tax (843,392 ) (604,786 )
Loss multiplied by the standard rate of corporation tax in the UK of
25% (2022 - 19%)

(210,848

)

(114,909

)

Effects of:
Expenses not deductible for tax purposes 28,591 26,735
Capital allowances in excess of depreciation (42,300 ) (14,071 )
Losses arising in the year not receivable against current tax 224,557 102,245

Total tax charge - -

At 31 December 2023, the Company had an unrecognised deferred tax asset of £7,664,740 (2022: £7,308,479).

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. PRIOR YEAR ADJUSTMENT

It was identified that a dilapidation provision related to the leased property had not been correctly recognised in prior periods.

As a result of the prior year adjustment, the comparative figures have been restated as follows:

The retained earnings opening balance has decreased by £1,060,000, reflecting the impact of the provision that should have been recognised at the start of the prior period. The retained earnings closing balance has decreased by £1,133,000, reflecting the impact of the provision that should have been recognised in earlier periods. Administrative Expenses have increased by £73,000, reflecting the ongoing recognition of dilapidation costs that were understated. Provisions have increased by £1,133,000, representing the total dilapidation provision that should have been included as a liability.

Restated Comparative Figures
20222022
as restated
£   £   
Admin expenses4,914,52173,0004,987,521

Operating loss(143,445)(73,000)(216,445)

Provisions-1,133,0001,133,000

Retained earnings b/f at 1 January 2022(40,669,647)(1,060,000)(41,729,647)
Retained earnings c/f at 31 December 2022(41,201,433)(1,133,000)(42,334,433)

Reason for Adjustment
The adjustment was required as the provision for dilapidations was omitted from the financial statements in prior periods. This has now been corrected in line with FRS 102, and the financial statements present a true and fair view of the company's financial position.

12. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£ £ £
COST
At 1 January 2023 3,600,420 3,697,401 7,297,821
Additions 110,195 19,686 129,881
Disposals (14,482 ) - (14,482 )
At 31 December 2023 3,696,133 3,717,087 7,413,220
DEPRECIATION
At 1 January 2023 3,424,523 3,444,900 6,869,423
Charge for year 16,390 111,135 127,525
At 31 December 2023 3,440,913 3,556,035 6,996,948
NET BOOK VALUE
At 31 December 2023 255,220 161,052 416,272
At 31 December 2022 175,897 252,501 428,398

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
£ £
Trade debtors 1,078,508 1,627,082
Amounts owed by group undertakings 568,117 861,172
Other debtors 18,814 192,881
Prepayments and accrued income 554,529 580,611
2,219,968 3,261,746

Amounts receivable from group undertakings are unsecured, interest fee and payable on demand.

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
£ £
Trade creditors 609,467 89,301
Amounts owed to group undertakings 1,567,804 996,650
Social security and other taxes 80,518 84,487
VAT 165,849 -
Other creditors 287,052 218,566
Accruals and deferred income 412,939 1,442,431
3,123,629 2,831,435

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

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
as restated
£ £
Amounts owed to group undertakings 9,026,645 8,994,618
Accruals and deferred income - 44,841
9,026,645 9,039,459

Included in creditors due after one year is a loan from bpost of £8,800,000 dated 23 July 2020. The loan has a 12 year maturity and interest is payable and interest is chargeable every 6 months. No capital will be called on this loan until year 12.

The directors believe that the company has sufficient resources and financial support from group to continue as a going concern.

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


16. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
as restated
£ £
Within one year 387,592 775,183
Between one and five years - 387,592
387,592 1,162,775

During the 2024 financial year, the Company extended the leasehold premises for a period of not less than 5 years.

17. PROVISIONS FOR LIABILITIES
2023 2022
as restated
£ £
Other provisions 1,206,000 1,133,000

Other
provisions
£
Balance at 1 January 2023 1,133,000
Provided during year 73,000
Balance at 31 December 2023 1,206,000

Included in other provisions are amounts recognised for the dilapidations on the leased premises which are due in FY29. The Company expects to be reimbursed for part of these costs however the timing and value of the reimbursement is unknown at the date these financial statements were signed.

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: as restated
£ £
1,010 Ordinary 10p 101 101
23,919,000 Ordinary £1 23,919,000 23,919,000
81,500,000 Ordinary 10p 8,150,000 8,150,000
1,303,050 Ordinary A 9p 119,180 119,180
56,000,000 Ordinary B 10p 5,600,000 5,600,000
37,788,281 37,788,281

RADIAL COMMERCE LIMITED (REGISTERED NUMBER: 03859136)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


19. RESERVES

Retained earnings
Retained earnings represent cumulative profit and loss net of distributions to owner.

Other Reserves
Other reserves represent £302,874 held for future general expenditure.

20. PENSION COMMITMENTS

The company operates a defined contribution retirement benefit scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in funds under the control of the trustees. The total pension cost for the year was £200,596 (2022: £172,061). The amount owed to the pension scheme at the year end was £27,782 (2022: £23,176).

21. ULTIMATE PARENT COMPANY

bpost NA/SV. is the ultimate parent company and ultimate controlling party of the Company.

The immediate parent of the Company is bpost NA/SV. This entity is incorporated in Belgium. Consolidated financial statements are available from bpost at Investor Relations, Boulevard Anspach 1/1, 7th Floor, 1000 Brussels, Belgium, also available at https://bpostgroup.com/

22. RELATED PARTY DISCLOSURES

During the year the Company entered into transactions with related parties. Transactions during the year and trading balances outstanding at 31 December with related parties are as follows:






Sales to

Purchases
Amounts
owed

Amounts
related from related from related owed to
party party party related party
Entities over which the group has joint
control or significant influence


2022 1,328,216 1,340,749 1,171,872 10,049,033

2023 2,155,551 2,118,966 568,117 10,554,449



Terms and conditions of transactions with related parties
Sales and purchases between related parties are made at normal market prices. Outstanding balances with entities are unsecured, interest free and cash settlement is expected within 45 days of invoice. The Group has not provided or benefited from any guarantees for any related party receivables or payables.