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Registered number: 14383866









ANTENORE TOPCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
ANTENORE TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
Mark Joseph (appointed 28 September 2022)
Harry Knowlton (appointed 28 September 2022)
Edmund Lazarus (appointed 28 September 2022)
Graham Lunn (appointed 28 September 2022)




Registered number
14383866



Registered office
11 Hanover Square

London

W1S 1JJ




Independent auditors
Wisteria Audit Ltd
Statutory Auditor, Chartered Accountants

The Grange Barn

Pikes End

Pinner

Middlesex

HA5 2EX





 
ANTENORE TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Balance Sheet
11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15
Consolidated Analysis of Net Debt
16
Notes to the Financial Statements
17 - 39


 
ANTENORE TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The Directors present the strategic report for the period ended 31 December 2023.

Business review
 
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: 
 
Name
Country
Share Held
Acquisition Date
Brugnatti Michele S.r.l.
Italy
100%
04/08/2023
La Campione S.r.l.
Italy
100%
13/11/2023
Oceanica Italia S.r.l.
(and subsidiaries)
Italy
100%
27/11/2023


Principal risks and uncertainties

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. 

Page 1

 
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. 

Financial key performance indicators
 
The Group’s key performance indicators during the period were as follows:
 
2023
Turnover
€125,218,917
Gross profit
€77,976,901
Gross profit margin
62%
Operating loss
€8,774,942
Closing cash position
€11,467,164



Directors' statement of compliance with duty to promote the success of the Group
 
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. 
 

Page 2

 
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.



Harry Knowlton
Director

Page 3

 
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.

Directors

The Directors who served during the period were:

Mark Joseph (appointed 28 September 2022)
Harry Knowlton (appointed 28 September 2022)
Edmund Lazarus (appointed 28 September 2022)
Graham Lunn (appointed 28 September 2022)

Results and dividends

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.

Directors' responsibilities statement

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.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 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 2006They 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.

Future developments

The Company is expected to continue its principal activities for the foreseeable future. The principal activities are set out in the Strategic Report. 

Page 4

 
ANTENORE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Greenhouse gas emissions, energy consumption and energy efficiency action

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.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

During 2024, the Group completed the following acquisitions: 

Name
Country
Share held
Acquisition date
Mast S.p.A.
Italy
100%
26/02/2024
L’Igienica S.p.A.
Italy
100%
28/02/2024
Solaris e Puliemme S.p.A.
Italy
100%
30/05/2024
Elettroabbruzo S.r.l.
Italy
100%
19/09/2024

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. 

Auditors

The auditorsWisteria Audit Ltdwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 January 2025 and signed on its behalf.
 





Harry Knowlton
Director

Page 5

 
ANTENORE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED
 

Opinion


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).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the period 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 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.


Conclusions relating to going concern


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.


Page 6

 
ANTENORE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion 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 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.


Matters on which we are required to report by exception
 

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.


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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Directors' Responsibilities Statement set out on page 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
ANTENORE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANTENORE TOPCO LIMITED (CONTINUED)


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 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;
 
Page 8

 
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.


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 2006Our 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.





Barry Au FCA (Senior Statutory Auditor)
for and on behalf of
Wisteria Audit Ltd
Statutory Auditor, Chartered Accountants
The Grange Barn
Pikes End
Pinner
Middlesex
HA5 2EX

30 January 2025
Page 9

 
ANTENORE TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

15 months ending
31 December
2023
Note

  

Turnover
 4 
125,218,917

Cost of sales
  
(47,242,016)

Gross profit
  
77,976,901

Administrative expenses
  
(86,751,843)

Operating loss
 5 
(8,774,942)

Interest receivable and similar income
 9 
24,306

Interest payable and similar expenses
 10 
(5,117,350)

Loss before taxation
  
(13,867,986)

Tax on loss
 11 
(2,574,054)

Loss for the financial period
  
(16,442,040)

Loss for the period attributable to:
  

Non-controlling interests
  
(3,586,585)

Owners of the parent Company
  
(12,855,455)

  
(16,442,040)

There were no recognised gains and losses for 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023.

The notes on pages 17 to 39 form part of these financial statements.

Page 10

 
ANTENORE TOPCO LIMITED
REGISTERED NUMBER: 14383866

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note

Fixed assets
  

Intangible assets
 12 
91,859,634

Tangible assets
 13 
7,120,792

Investments
 14 
4,996

  
98,985,422

Current assets
  

Stocks
 16 
830,904

Debtors
 17 
45,987,693

Current asset investments
 18 
794,816

Cash at bank and in hand
 19 
11,467,164

  
59,080,577

Creditors: amounts falling due within one year
 20 
(44,835,331)

Net current assets
  
14,245,246

Total assets less current liabilities
  
113,230,668

Creditors: amounts falling due after more than one year
 21 
(58,732,931)

Provisions for liabilities
  

Other provisions
 25 
(1,227,485)

Net assets
  
53,270,252


Capital and reserves
  

Called up share capital 
 26 
57,048,511

Foreign exchange reserve
 27 
468

Profit and loss account
 27 
(12,855,455)

Equity attributable to owners of the parent Company
  
44,193,524

Non-controlling interests
  
9,076,728

  
53,270,252


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025.

Harry Knowlton
Director

The notes on pages 17 to 39 form part of these financial statements.

Page 11

 
ANTENORE TOPCO LIMITED
REGISTERED NUMBER: 14383866

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note

Fixed assets
  

Investments
 14 
56,998,510

  
56,998,510

Current assets
  

Debtors
 17 
1

Cash at bank and in hand
 19 
75,676

  
75,677

Creditors: amounts falling due within one year
 20 
(43,305)

Net current assets
  
32,372

Total assets less current liabilities
  
57,030,882

  

  

Net assets
  
57,030,882


Capital and reserves
  

Called up share capital 
 26 
57,048,511

Profit and loss account
 27 
(17,629)

  
57,030,882


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 30 January 2025.


Harry Knowlton
Director

The notes on pages 17 to 39 form part of these financial statements.

Page 12

 
ANTENORE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity



Comprehensive income for the period

Loss for the period
-
-
(12,855,455)
(12,855,455)
(3,586,585)
(16,442,040)


Other comprehensive income for the period
-
-
-
-
-
-

Shares issued during the period
57,048,511
-
-
57,048,511
-
57,048,511

Currency translation on reserves
-
468
-
468
-
468

Non controlling interest
-
-
-
-
12,663,313
12,663,313


At 31 December 2023
57,048,511
468
(12,855,455)
44,193,524
9,076,728
53,270,252

The notes on pages 17 to 39 form part of these financial statements.

Page 13

 
ANTENORE TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity



Comprehensive income for the period

Loss for the period
-
(17,629)
(17,629)

Shares issued during the period
57,048,511
-
57,048,511


At 31 December 2023
57,048,511
(17,629)
57,030,882

The notes on pages 17 to 39 form part of these financial statements.

Page 14

 
ANTENORE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023

Cash flows from operating activities

Loss for the financial period
(16,442,040)

Adjustments for:

Amortisation of intangible assets
12,107,787

Depreciation of tangible assets
1,174,730

Loss on disposal of tangible assets
(82,389)

Interest paid
5,093,444

Taxation charge
2,574,054

Unrealised foreign exchange gains and losses
8,363

Decrease in debtors
3,745,442

Other working capital movements
4,057,187

Decrease in creditors
(8,320,410)

Corporation tax (paid)/received
(2,300,172)

Net cash generated from operating activities

1,615,996


Cash flows from investing activities

Purchase of investments in subsidiaries
(57,210,528)

Purchase of fixed assets
(2,917,903)

Sale of fixed assets
500,086

Sale of short term financial investments
1,089,995

Net cash from investing activities

(58,538,350)

Cash flows from financing activities

Issue of ordinary shares
57,048,511

New unsecured loans
5,499,151

Repayment of loans
(5,855,602)

Cash acquired from acquisition
15,272,665

Interest paid
(3,575,207)

Net cash used in financing activities
68,389,518

Cash and cash equivalents at the end of period
11,467,164


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
11,467,164


The notes on pages 17 to 39 form part of these financial statements.

Page 15

 
ANTENORE TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023





Cash flows
Incorporation
Other non-cash changes
At 31 December 2023




Cash at bank and in hand

(4,575,500)

16,042,665

-

11,467,165

Debt due after 1 year

(57,089,250)

(5,616,541)

-

(62,705,791)

Debt due within 1 year

(518,447)

-

(1,233,524)

(1,751,971)


(62,183,197)
10,426,124
(1,233,524)
(52,990,597)

The notes on pages 17 to 39 form part of these financial statements.

Page 16

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Basis of consolidation

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.

 
2.3

Going concern

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.

Page 17

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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.

Page 18

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
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.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

Borrowing costs are recognised in profit or loss or either capitalised in the period in which they are incurred. The borrowing costs associated with debt have been allocated at a constant rate over the term of loan.

Page 19

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Intangible assets

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.

Page 20

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Freehold property
-
3%
Plant and machinery
-
15-25%
Industrial and commercial equipment
-
15%
Other assets
-
12-15% - 20-25%

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.

 
2.13

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 21

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

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. 


 
Page 22

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (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.

Page 23

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group’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.
 
Significant Judgements:

There were no significant judgements used in preparing the Group & Company financial statements which had, or could have had, a material impact on the Group & Company financial statements.
 
Key Estimates:
 
Useful economic lives of intangible assets
The directors are required to assess and estimate the useful lives of intangible fixed assets. The intangible fixed assets primarily consist of goodwill, licences and other intangibles. The annual amortisation charge depends primarily on the estimated useful economic lives of each type of asset. The directors regularly review these assets useful lives of the asset. Changes in the assets useful economic life can have a material impact on the amortisation charge for the period. Details of the useful economic life has been included in the accounting policies section.
Useful economic lives of tangible fixed assets
The tangible fixed assets consist primarily of land and buildings, plant and machinery, industrial and commercial equipment and other assets. The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and their estimated residual values. The directors regularly review these assets useful lives and amend as necessary to reflect current thinking by considering the prospective economic utilisation and physical condition of the assets concerned. Changes in the useful lives of the assets can have a material impact on the depreciation charge for the period. Details of the useful economic lives has been included in the accounting policies section.

Page 24

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


15 months ending
31 December
2023

Sales
125,218,917

125,218,917


Analysis of turnover by country of destination:

15 months ending
31 December
2023

Europe
125,218,917

125,218,917



5.


Operating loss

The operating loss is stated after charging:

15 months ending
31 December
2023

Amortisation
12,107,787

Depreciation
1,174,730

Exchange differences
6,971

Operating lease expense
4,725,100

Page 25

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


15 months ending
31 December 2023



Audit of the consolidated & parent Company's financial statements
250,000

Non audit services
20,000


7.


Employees

Staff costs were as follows:


Group
2023


Wages and salaries
55,868,244

Social security costs
15,897,568

71,765,812


The average monthly number of employees, including the Directors, during the period was as follows:


  15 months ending
     31 December
        2023
            No.






Executives
8



Middle managers
19



Employees
108



Workers
3,128

3,263

The Company has no employees other than the Directors, who did not receive any remuneration.
Page 26

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Directors' remuneration

15 months ending
31 December
2023

Directors' emoluments
1,224,432

1,224,432


The highest paid Director of the Group received remuneration of 612,162.


9.


Interest receivable

15 months ending
31 December
2023


Interest receivable
24,306

24,306


10.


Interest payable and similar expenses

15 months ending
31 December
2023


Other loan interest payable
5,111,850

Other interest payable
5,500

5,117,350

Page 27

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Taxation


15 months ending
31 December
2023

Corporation tax


Current tax on profits for the year
2,814,806

Adjustments in respect of previous periods
179,591


Total current tax
2,994,397

Deferred tax


Origination and reversal of timing differences
(420,343)

Total deferred tax
(420,343)


Tax on loss
2,574,054
Page 28

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 27.9% as set out below:

15 months ending
31 December
2023


Loss on ordinary activities before tax
(13,867,986)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 27.9%
(3,869,168)

Effects of:


Deferred tax timing differences
(420,343)

Previous year timing differences
179,591

Goodwill amortisation
3,369,210

Non-deductible interest
1,427,055

Main service key adjustments
475,300

Main skill adjustments
86,724

Other tax adjustments
1,325,685

Total tax charge for the period
2,574,054


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Intangible assets

Group and Company




Goodwill
Licences
Other
Total




Cost


Additions
102,757,546
26,994
690,345
103,474,885


Acquired additions
751,690
77,484
13,362
842,536


Disposals
-
-
(350,000)
(350,000)



At 31 December 2023

103,509,236
104,478
353,707
103,967,421



Amortisation


Charge for the period 
12,076,507
29,098
2,182
12,107,787



At 31 December 2023

12,076,507
29,098
2,182
12,107,787



Net book value



At 31 December 2023
91,432,729
75,380
351,525
91,859,634



Page 30

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Land and building
Plant and machinery
Industrial and commercial equipment
Other assets
Total




Cost or valuation


Additions
17,226
4,463
1,572,523
596,172
2,190,384


Acquired additions
1,180,388
179,773
874,041
4,020,936
6,255,138


Disposals
-
-
-
(150,000)
(150,000)



At 31 December 2023

1,197,614
184,236
2,446,564
4,467,108
8,295,522



Depreciation


Charge for the period
9,466
33,955
449,038
682,271
1,174,730



At 31 December 2023

9,466
33,955
449,038
682,271
1,174,730



Net book value



At 31 December 2023
1,188,148
150,281
1,997,526
3,784,837
7,120,792

Tangible fixed assets contain a net book value of €1,863,459 in respect of assets subject to finance leases.


14.


Fixed asset investments

Group





Investments in subsidiary companies




Cost or valuation


Additions
4,996



At 31 December 2023
4,996




Page 31

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies




Cost or valuation


Additions
56,998,510



At 31 December 2023
56,998,510





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Antenore Holdco Limited
11 Hanover Square, London, United Kingdom, W1S 1JJ
Ordinary
100%
Antenore Midco S.p.A.
Milano (MI), Galleria San Babila 4/B
Ordinary
78.1%
Antenore Bidco S.p.A.
Milano (MI), Galleria San Babila 4/B
Ordinary
100%
Service Key S.p.A.
Milano (MI), via Sangro 15
Ordinary
100%
Skill Scarl
Milano (MI), via Sangro 15
Ordinary
99.8%
Brugnatti Michele S.r.l.
Rovigo (RO), via Combattenti Alleati D’Europa 29
Ordinary
100%
Oceanica Italia S.r.l.
San Giorgio Su Legnano (MI), via Fiume 7
Ordinary
100%
GM Clima Service S.r.l.
Busto Arsizio (VA), via Massari Marzoli 4
Ordinary
100%
La Campione S.r.l.
Venezia (VE), via Borgo S. Giacomo 4 – Frazione: MESTRE
Ordinary
100%

Page 32

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Antenore Holdco Limited
56,949,595
(48,915)

Antenore Midco S.p.A.
58,134,658
327,199

Antenore Bidco S.p.A.
29,776,862
(5,414,935)

Service Key S.p.A.
26,382,719
2,198,593

Skill Scarl
1,898,734
(361,410)

Brugnatti Michele S.r.l.
41,427
178,513

Oceanica Italia S.r.l.
1,013,283
(367,457)

GM Clima Service S.r.l.
158,706
(85,272)

La Campione S.r.l.
341,339
(314,099)


15.


Audit exemption of subsidiaries

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.


16.


Stocks

Group
2023

Raw materials and consumables
158,147

Work in progress (goods to be sold)
43,276

Finished goods and goods for resale
629,481

830,904


Page 33

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

17.


Debtors

Group
Company
2023
2023

Due after more than one year

Deferred tax asset
442,077
-

442,077
-

Due within one year

Trade debtors
40,258,791
-

Other debtors
4,759,651
1

Prepayments and accrued income
527,174
-

45,987,693
1


The fair value of trade and other receivables approximate to their carrying amounts. Trade debtors are stated after provisions for impairments of £814,642. 


18.


Current asset investments

Group
2023

Short term investments
794,816

794,816



19.


Cash and cash equivalents

Group
Company
2023
2023

Cash at bank and in hand
11,467,164
75,676

11,467,164
75,676


Page 34

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

Group
Company
2023
2023

Bank loans
3,972,861
-

Trade creditors
19,171,017
-

Amounts owed to group undertakings
-
35,005

Corporation tax
1,404,456
-

Other taxation and social security
1,754,893
-

Other creditors
18,028,124
-

Accruals and deferred income
503,980
8,300

44,835,331
43,305


Amounts owed to group undertakings are unsecured, interest-free, have no fixed date of repayment and are repayable on demand.
Included within other creditors is the Group employees leaving entitlement totalling EUR 6,007,309 as at 31 December 2023. This represents the benefit that an employee is entitled to in the event of termination of employment, in accordance with the Italian Civil Code. It represents the total of accrued indemnities, considering all forms of remuneration of an ongoing nature, net of advances and partial payments on account made under collective agreements or individual company agreements for which no reimbursement is requested. The employees leaving entitlement is equal to what would have been paid to employees if the employment relationship had ceased at the balance sheet date.


21.


Creditors: Amounts falling due after more than one year

Group
2023

Bank loans
2,229,291

Other creditors
56,503,640

58,732,931


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.

Page 35

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

22.


Loans


Analysis of the maturity of loans is given below:


Group
2023

Amounts falling due within one year

Bank loans
3,972,861



Amounts falling due after more than 5 years

Bank loans
2,229,291

6,202,152



23.


Financial instruments

Group
Company
2023
2023

Financial assets

Financial assets measured at amortised cost
55,754,200
75,676


Financial liabilities

Financial liabilities measured at amortised cost
84,132,760
43,305


Financial assets consist of cash at bank, trade debtors and amounts owed by group undertakings, as these represent contractual entitlement to receive cash.
Financial liabilities consist of trade creditors, accruals, bank loans and amounts owed to related parties as they represent a contractual obligation to pay cash.


24.


Deferred taxation


Group



2023








Charged to profit or loss
442,077



At end of year
442,077

Page 36

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
24.Deferred taxation (continued)

Company


2023






At end of year
-
The deferred tax asset is made up as follows:

Group
2023

Accelerated capital allowances
442,077

442,077


25.


Provisions


Group



Other provision






Charged to profit or loss
1,227,485



At 31 December 2023
1,227,485

Provisions include amounts in respect of ongoing litigation, potential penalties and social security contribution discrepancies.


26.


Share capital

2023
Allotted, called up and fully paid


5,704,851,100 Ordinary shares of 0.01 each
57,048,511


Page 37

 
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.


27.


Reserves

Foreign exchange reserve

The foreign exchange reserve represents cumulative changes in translation adjustments.

Profit and loss account

The profit and loss reserve represents cumulative profits and losses.


28.


Capital commitments

At 31 December 2023,  the Group had no capital commitments.






29.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2023

Not later than 1 year
1,349,813

Later than 1 year and not later than 5 years
2,908,592

Later than 5 years
45,000
Page 38

 
ANTENORE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

30.


Related party transactions

The Company has claimed exemption under FRS 102 from disclosing transactions with group entities.
 
Group

The group paid interest of €2,366,000 on a loan provided by EMK Capital Partners II LP with an interest rate of 3.9%.


31.


Post balance sheet events

Post balance sheet events is disclosed in the Directors' report on page 5.


32.


Controlling party

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.

Page 39