Company registration number 13792637 (England and Wales)
ACTIVE ANTS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
ACTIVE ANTS UK LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Statement of cash flows
3
Notes to the financial statements
4 - 13
ACTIVE ANTS UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
Notes
£
Non-current assets
Property, plant and equipment
3
17,977,225
Current assets
Inventories
4
18,312
Trade and other receivables
5
621,652
Cash and cash equivalents
1,264,935
1,904,899
Current liabilities
Trade and other payables
7
5,261,926
Net current liabilities
(3,357,027)
Non-current liabilities
Trade and other payables
7
3,400,000
Lease liabilities
8
13,571,606
16,971,606
Net liabilities
(2,351,408)
Equity
Called up share capital
10
1,000
Retained earnings
(2,352,408)
Total equity
(2,351,408)
The directors of the company have elected not to include a copy of the income statement within the financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 5 December 2023 and are signed on its behalf by:
M Halleux
Director
Company registration number 13792637 (England and Wales)
ACTIVE ANTS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 9 December 2021
-
-
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
(2,352,408)
(2,352,408)
Transactions with owners:
Issue of share capital
10
1,000
-
1,000
Balance at 31 December 2022
1,000
(2,352,408)
(2,351,408)
ACTIVE ANTS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
2022
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
16
3,116,970
Interest paid
(104,145)
Net cash inflow/(outflow) from operating activities
3,012,825
Investing activities
Purchase of property, plant and equipment
(5,148,890)
Net cash used in investing activities
(5,148,890)
Financing activities
Proceeds from issue of shares
1,000
Group loan received
3,400,000
Net cash generated from/(used in) financing activities
3,401,000
Net increase in cash and cash equivalents
1,264,935
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
1,264,935
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -
1
Accounting policies
Company information
Active Ants UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1, Liliput Road, Brackmills Industrial Estate, Northampton, NN4 7DT. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
The company has prepared accounts for a period of more than twelve months. This was to report from incorporation to desired year end to align with the group.
1.2
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
The company has made a loss in its first year of trading of £2,352,408 and has a net liability position at the year end of £2,351,408. The company has spent a considerable amount of money setting up its infrastructure and establishing itself in the marketplace. The funding for this expenditure has primarily come via a loan facility from its ultimate parent company; BPost SA/NV. The loan facility is for £6m in total and at 31 December 2022 the company had drawn down £3.4m.
Further share capital investment has been received in 2023 amounting to £2.15m. The directors are confident that this cash injection, along with the loan facility arrangement above, will enable the company to continue as a going concern for the foreseeable future.
The company have received assurances from their parent company of continued financial support. The directors therefore believe the financial statements can be prepared on a going concern basis
1.4
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.
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.
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
10% straight line
Plant and equipment
10% straight line / 20% straight line
Computers
10% straight line / 20% straight line
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.6
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
1.8
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
1.10
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 8 -
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2022
Number
7
3
Property, plant and equipment
Leasehold land and buildings
Plant and equipment
Computers
Total
£
£
£
£
Cost
At 9 December 2021
-
Additions
13,603,713
4,709,101
121,677
18,434,491
At 31 December 2022
13,603,713
4,709,101
121,677
18,434,491
Accumulated depreciation and impairment
At 9 December 2021
Charge for the period
435,315
19,621
2,330
457,266
At 31 December 2022
435,315
19,621
2,330
457,266
Carrying amount
At 31 December 2022
13,168,398
4,689,480
119,347
17,977,225
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
3
Property, plant and equipment
(Continued)
- 9 -
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2022
£
Net values at the period end
Property
12,860,350
Depreciation charge for the period
Property
425,139
4
Inventories
2022
£
Finished goods
18,312
5
Trade and other receivables
2022
£
Trade receivables
93,894
VAT recoverable
471,715
Amount owed by parent undertaking
5,907
Other receivables
10,257
Prepayments
39,879
621,652
6
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 10 -
7
Trade and other payables
Current
Non-current
2022
2022
£
£
Trade payables
2,285,759
Amount owed to parent undertaking
2,343,906
3,400,000
Accruals
629,212
Social security and other taxation
3,049
5,261,926
3,400,000
8
Lease liabilities
2022
Maturity analysis
£
In two to five years
4,821,404
In over five years
8,750,202
Total undiscounted liabilities
13,571,606
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2022
£
Non-current liabilities
13,571,606
It is the company's policy to lease the premises in which it operates under a finance lease. The lease term is 10 years. The average effective borrowing rate for the year was 6.62%. Interest rates are fixed at the contract date. The lease is on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
9
Retirement benefit schemes
2022
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
3,592
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
10
Share capital
2022
2022
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
10
Share capital
(Continued)
- 11 -
The company has one class of ordinary shares which carry no right to fixed income.
Reconciliation of movements during the period:
Number
Issue of fully paid shares
1,000
On incorporation, 1,000 ordinary £1 shares were issued at par value.
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was John Harvey and the auditor was Moore.
12
Capital risk management
The company is not subject to any externally imposed capital requirements.
13
Events after the reporting date
On 24 April 2023 1,300,000 ordinary £1 shares were issued at par value.
On 24 August 2023 850,000 ordinary £1 shares were issued at par value.
14
Related party transactions
During the period the company entered into the following transactions with related parties:
Sale of goods
Purchase of goods
2022
2022
£
£
£
£
Parent company
-
-
110,099
-
Other related parties
-
-
68,641
-
-
-
178,740
-
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
14
Related party transactions
(Continued)
- 12 -
Management charges
Loans advanced
2022
2022
£
£
Parent company
622,518
-
Entities with joint control or significant influence over the company
-
3,400,000
622,518
3,400,000
The following amounts were outstanding at the reporting end date:
2022
Amounts due to related parties
£
Parent company
2,335,961
Entities with joint control or significant influence over the company
3,400,000
Other related parties
19,812
5,755,773
The following amounts were outstanding at the reporting end date:
2022
Amounts due from related parties
£
Parent company
5,907
15
Controlling party
The parent company of Active Ants UK Limited is Active Ants International B.V and its registered office is Zeelandhaven 6 3433PL Nieuwegein Netherlands.
The ultimate controlling party of of Active Ants UK Limited is Bpost SA/NV and its registered office is Boulevard Anspach 1/1, 1000 Brussels Belgium
ACTIVE ANTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 13 -
16
Cash generated from/(absorbed by) operations
2022
£
Loss for the period before income tax
(2,352,408)
Adjustments for:
Finance costs
390,150
Depreciation and impairment of property, plant and equipment
457,266
Movements in working capital:
Increase in inventories
(18,312)
Increase in trade and other receivables
(621,652)
Increase in trade and other payables
5,261,926
Cash generated from/(absorbed by) operations
3,116,970
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