Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
COMPANY INFORMATION
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ANTENORE TOPCO LIMITED
CONTENTS
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ANTENORE TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Directors present the strategic report for the period ended 31 December 2023.
Antenore Topco Limited (the “Company”) was incorporated on 28 September 2022. The Company was incorporated by EMK Capital Partners II LP (“EMK”) for the purposes of acquiring Service Key S.p.A. and its subsidiaries (“Service Key”). More information on the corporate structure can be found in note 14 to the consolidated financial statements.
The principal activity of the Company is that of a holding company. Following the acquisition of Service Key, the principal activities of Antenore Topco Limited and its subsidiaries (together referred to as the “Group”) is the management of all activities aimed at improving the quality of life within a workplace in Italy. The Group’s core services include: cleaning, sanitisation, landscaping, pest control, plant maintenance, energy efficiency, engineering (installation and maintenance) and fire prevention, collectively referred to as facilities management. The Group’s strategy is to expand its current operations (both commercially and geographically) to become one of the main leaders in the Italian facility management sector. The Company was incorporated on 28 September 2022 and changed its accounting reference date to 31 December 2023. The Group’s turnover for the period was €125,218,917. The revenues have wholly arisen from the operating activities of Service Key and its subsidiaries. The Group generated gross profit of €77,976,901 and a loss after tax of €16,442,040. Significant events that occurred during the period primarily relate to several acquisitions that were completed to promote growth in line with the Group’s strategy. The following companies were acquired from external shareholders by Service Key during the period:
The Company is subject to a number of risks, which are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them. The principal risks to the Company are described in more detail below.
Economic conditions
The Group’s financial performance is affected by general economic conditions in its markets, in particular economic growth and prosperity in Italy, which can impact demand for its services. This is monitored on an ongoing basis along with the potential impact on the Group’s current and future financial performance via regular dialogues and discussions with customers.
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ANTENORE TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows related to the interest-bearing loans held by the Group will fluctuate because of changes in market interest rates. Management does not believe the Group is any more exposed to financial statement risk factors than others in the industry and has a system of internal controls and procedures that are designed to mitigate such risks.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group's policy and approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the reputation of the Group. To ensure for this, the Group monitors profitability, total cash balance and cash burn rate on a regular basis.
The Group’s key performance indicators during the period were as follows:
The Directors consider jointly and severally that they have acted in a way considered to be most likely to promote the success of the Group for the benefit of its members, having regard to all stakeholders and matters set out in Section 172 of the Companies Act. The actions and objectives of the Directors are designed and intended to have a long-term beneficial effect on the Group and its stakeholders.
Engaging with our stakeholders and acting in a way that promotes the long-term success of the Group, while considering the impact of our business decisions on our stakeholders, are central to our strategic thinking and our statutory duties in accordance with Section 172 of the Companies Act 2006. The content in this section constitutes our Section 172 Statement, as required under the Companies (Miscellaneous Reporting) Regulation 2018. Our impact on, and engagement with, our key stakeholder groups are considered within the implementation of our Group strategy. The stakeholder groups are our employees, customers, suppliers, shareholders, and the environment. How we engage with these groups is covered within this report.
Employee engagement
The foundation of a successful business is the dedication and application of a team of talented and motivated individuals. This is demonstrated by developing talent internally, only recruiting the best people and motivating and supporting our people to perform to fully realise their potential. Key employees are kept regularly informed on matters affecting them and on matters affecting the Group’s performance through monthly updates from the Executive team. Service Key’s intranet provides a platform for communication including employee benefits, policies and procedures, along with training resources.
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ANTENORE TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Group is forthright in its view that all employees should enjoy equal consideration for employment within the Group based on merit, and regardless of their ethnic origin, age, gender, sexual orientation, physical ability or religious beliefs. The Group further practices this policy in its approach to career development, training and promotion, which are based solely on an employee’s competence and ability.
Staff wellbeing as well as health and safety is core to the Group, which is monitored regularly. There were no workplace deaths among members of payroll-registered staff nor any major accidents resulting in serious or very serious injuries to staff. During the year, Service Key continued to invest in staff safety and training, with a dedicated company division operating at its headquarters in Italy. Customer engagement Central to engaging with our customers is understanding their needs, as well as developing additional services that will support their business development objectives. The Group’s commercial teams work closely with customers to identify opportunities to drive greater efficiencies in the delivery of work and improve the customer’s experience through additional services. Following the acquisitions completed in 2023 and 2024, the Group enlarged its service portfolio in order to satisfy each customer’s specific needs and become the single point of reference for a wide range of activities at a client’s premises. Supplier engagement A vital part of our business is the high-quality network of suppliers who help to deliver the services to the Group’s customers. The Group works closely with suppliers in order to ensure quality standards are maintained at the highest levels. We organize strategic sessions with our main suppliers to leverage best practices and further develop the relationship to build long-term partnerships. Environment Our environmental impact is a key consideration in our strategy, and we take our responsibility seriously to mitigate our impact wherever possible through reduction strategies. Significant milestones were achieved in 2023, including the publication of our 2023 Sustainability Report, ISO 14067 and ISO 14064 Environmental Certifications, and the definition of a Climate Strategy for 2024. Shareholders During the year, the Directors engage with shareholders regarding key updates, monthly and annual results.
This report was approved by the board on 30 January 2025 and signed on its behalf.
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ANTENORE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Directors present their report and the financial statements for the period ended 31 December 2023.
The Directors who served during the period were:
The loss for the period, after taxation and minority interests, amounted to €12,855,455.
No ordinary dividends were paid. The Directors do not recommend payment of a further dividend.
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company is expected to continue its principal activities for the foreseeable future. The principal activities are set out in the Strategic Report.
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ANTENORE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the period is 40,000kWh or lower.
During 2024, the Group completed the following acquisitions:
As at 24 July 2024, the merger of two entities within the Group’s corporate structure – Antenore Bidco S.p.A. and Service Key S.p.A. – was successfully completed. Two new Italian entities have also been incorporated – Antenore Italian Holdco S.p.A. (100% controlled by Antenore Midco S.p.A.) on 26 June 2024, and Antenore Manco S.p.A. (100% controlled by Antenore Holdco Limited) on 17 July 2024. There have been no other significant events affecting the Group since the year end that the Directors are aware of.
The auditors, Wisteria Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ANTENORE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED
We have audited the financial statements of Antenore Topco Limited (the ‘company’) for the period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement, Consolidated Analysis of Net Debt and the related notes, 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).
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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group and the parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group and the parent company to cease to continue as a 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 Group's or the parent 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.
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ANTENORE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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ANTENORE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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 frameworks applicable to the Company, and sector in which they operate. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as: Financial Reporting Standard 102 Section 1A application in the UK and Republic of Ireland ('United Kingdom Generally Accepted Accounting Practice), Companies Act 2006 and taxations laws.
∙We understood how the Company are complying with those legal and regulatory frameworks through discussions with management and those charged with governance.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
o identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
o understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; o challenging assumptions and judgements made by management in its significant accounting estimates; o identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and o assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item. Our procedures to obtain sufficient appropriate audit evidence in response to the assessment risks of material misstatement due to fraud included:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;
∙Performing a detailed review of the company’s period-end adjusting entries;
∙Enquiring of management with regard to actual and potential litigation and claims;
∙Obtaining and reviewing minutes of Board meetings, evidence of legal fees incurred, for indicators of possible fraud and non-compliance;
∙Testing the appropriateness of the accounting policies relating to revenue recognition and performing specific procedures over the existence and cut-off of revenue around the period end;
∙Carrying out substantive testing of journal entries to assess whether they are appropriate, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;
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ANTENORE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED (CONTINUED)
∙Performing a detailed review of key accounting estimates, including a respective review of outcomes against estimates included in the prior period’s financial statements and assessing whether the judgements made in arriving at the accounting estimates are indicative of potential bias; and
∙We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor, Chartered Accountants
The Grange Barn
Pikes End
Middlesex
HA5 2EX
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ANTENORE TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
REGISTERED NUMBER: 14383866
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025.
The notes on pages 17 to 39 form part of these financial statements.
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ANTENORE TOPCO LIMITED
REGISTERED NUMBER: 14383866
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
As permitted by s408 Companies Act 2006, the company has not represented its own profit and loss account and related notes. The company's loss for the year was €17,629.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 17 to 39 form part of these financial statements.
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ANTENORE TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Antenore Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 11 Hanover Square, London, United Kingdom, W1S 1JJ. The group was incorporated on 28th September 2022.
The group consists of Antenore Topco Limited and all of its subsidiaries.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The directors have considered the appropriateness of adopting the going concern adoption in preparing these financial statements. In doing so, financial forecasts have been prepared on a sufficiently granular basis, including a monthly cashflow assessment. As part of this forecasting process, the Group continues to have sufficient resources to continue in operational existence.
As at 31 December 2023, the Group held cash and cash equivalents of approximately €11.5m. At the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the consolidated financial statements, in accordance with those parts of the Companies Act 2006.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life which is ten years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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. Useful economic lives of tangible fixed assets
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Analysis of turnover by country of destination:
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
11.Taxation (continued)
There were no factors that may affect future tax charges.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)
The Group has taken advantage of exemption, under s479A-479C of the Companies Act 2006, not to audit the individual financial statements of Antenore Holdco Limited (Company No.15094872), a 100% owned subsidiary. The parent company, Antenore Topco Limited, has given a guarantee, under s479C, for all outstanding liabilities of the subsidiary as at 31 December 2023.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Amounts payable to bondholders have a final maturity date of 2 November 2030 with a variable interest rate between 6.00-7.25% plus EURIBOR. Bank loans have an average interest rate of 1.8% plus EURIBOR. Please note, these bank loans were repaid by May 2024.
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
24.Deferred taxation (continued)
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
26.Share capital (continued)
The Company was incorporated on 22 September 2022, issuing 1 £1 Ordinary share at par. On 31 October 2022, the Company issued a further 4,514,851,000 Ordinary A shares at €0.01 per share with a nominal value of €0.01 per share.
On 24th October 2023, the Company issued a further 55,314,793, 18,461,538 & 406,223,669 Ordinary A shares at €0.01 per share with a nominal of €0.01 per share. On 6th November 2023, the Company issued a further 169,259,862, 23,047,830, 7,692,308, 431,612,648, 58,771,967 & 19,615,385 Ordinary A shares at €0.01 per share with a nominal of €0.01 per share. All shares carry full rights with regards to dividends and voting.
Foreign exchange reserve
Profit and loss account
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ANTENORE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
The company's intermediate parent undertaking EMK Capital Partners II LP.
The Company has no ultimate parent undertaking that holds a significant concentration of the issued share capital. Accordingly, there is no ultimate controlling party.
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