Limited Liability Partnership Registration No. OC438434 (England and Wales)
Breeze Investment Partners LLP
Annual report and financial statements
for the period ended 31 March 2023
Breeze Investment Partners LLP
Limited liability partnership information
Designated members
Samuel Breuning
Accord Investment Partners Ltd
LLP registration number
OC438434
Registered office
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
Independent auditor
Saffery Champness
Trinity
16 John Dalton Street
Manchester
M2 6HY
Breeze Investment Partners LLP
Contents
Page
Members' report
1
Members' responsibilities statement
2
Independent auditor's report
3 - 6
Income statement
7
Statement of comprehensive income
8
Statement of financial position
9
Reconciliation of members' interests
10
Statement of cash flows
11
Notes to the financial statements
12 - 18
Breeze Investment Partners LLP
Members' report
For the year ended 31 March 2023
Page 1

The members present their annual report and financial statements for the year ended 31 March 2023.

Principal activities

The principal activity of the limited liability partnership is to act as a holding entity for investments.

Review of the business and future outlook

The partnership has no trade. It is the majority shareholder of Breeze Strategic Services Limited and also holds loan notes in Breeze Acquisitions Limited, a subsidiary thereof. Shares and loan notes were acquired in August 2021.

 

Liquidity can be provided to the partnership if necessary by subsidiary companies which are under its control.

 

The key risk to the value of the partnership’s investments is the trading performance of the subsidiary companies.

 

Members' drawings, contributions and repayments

The members' drawing policy states that, in respect of a sale or redemption of shares and/or loan notes held by the Partnership, all income profits and capital profits of the LLP shall be allocated and distributed among the Members in accordance with each Member’s deed of adherence to the partnership.

Designated members

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

Samuel Breuning
Accord Investment Partners Ltd
Energy and carbon report

As the LLP has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Approved by the members on 16 August 2023 and signed on behalf by:
16 August 2023
Samuel Breuning
Designated Member
Breeze Investment Partners LLP
Members' responsibilities statement
For the year ended 31 March 2023
Page 2

The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:

 

 

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Breeze Investment Partners LLP
Independent auditor's report
To the members of Breeze Investment Partners LLP
Page 3
Opinion

We have audited the financial statements of Breeze Investment Partners LLP (the 'limited liability partnership') for the year ended 31 March 2023 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the reconciliation of members' interests, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the limited liability partnership in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the members' 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 limited liability partnership’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 members with respect to going concern are described in the relevant sections of this report.

Breeze Investment Partners LLP
Independent auditor's report (continued)
To the members of Breeze Investment Partners LLP
Page 4

Other information

The members are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 as applied to limited liability partnerships requires us to report to you if, in our opinion:

 

Responsibilities of members

As explained more fully in the members' responsibilities statement, the members 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 members 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 members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Breeze Investment Partners LLP
Independent auditor's report (continued)
To the members of Breeze Investment Partners LLP
Page 5

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the limited liability partnership’s financial statements to material misstatement and how fraud might occur, including through discussions with the members, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the limited liability partnership by discussions with members and by updating our understanding of the sector in which the limited liability partnership operates.

 

Laws and regulations of direct significance in the context of the limited liability partnership include The Companies Act 2006 as applied to limited liability partnerships and UK Tax legislation.

 

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the limited liability partnership's records to identify potential material misstatements arising. We discussed the limited liability partnership's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Breeze Investment Partners LLP
Independent auditor's report (continued)
To the members of Breeze Investment Partners LLP
Page 6

Use of our report

This report is made solely to the limited liability partnership's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied to limited liability partnerships. Our audit work has been undertaken so that we might state to the limited liability partnership's members those matters we are required to state to them in an auditor's 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 limited liability partnership and the limited liability partnership's members as a body, for our audit work, for this report, or for the opinions we have formed.

Diane Petit-Laurent FCA
Senior Statutory Auditor
For and on behalf of Saffery Champness
16 August 2023
Chartered Accountants
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
Breeze Investment Partners LLP
Income statement
For the year ended 31 March 2023
Page 7
Year
Period
ended
ended
31 March
31 March
2023
2022
Notes
£
£
Interest receivable and similar income
7
1,180,704
698,607
Profit for the financial year before members' remuneration and profit shares
1,180,704
698,607
Members' remuneration charged as an expense
6
(1,180,704)
(698,607)
Result for the financial year available for discretionary division among members
-
-

The income statement has been prepared on the basis that all operations are continuing operations.

Breeze Investment Partners LLP
Statement of comprehensive income
For the year ended 31 March 2023
Page 8
Year
Period
ended
ended
31 March
31 March
2023
2022
£
£
Profit for the financial year available for discretionary division among members
-
-
Other comprehensive income
-
-
Total comprehensive income for the year
-
-
Breeze Investment Partners LLP
Statement of financial position
As at 31 March 2023
Page 9
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
8
7,227,500
7,227,500
Current assets
Debtors falling due after more than one year
10
1,879,500
698,796
Net current assets
1,879,500
698,796
Total assets less current liabilities and net assets attributable to members
9,107,000
7,926,296
Represented by:
Loans and other debts due to members within one year
Members' capital classified as a liability
7,226,778
7,226,778
Other amounts
1,879,311
698,607
9,106,089
7,925,385
Members' other interests
Members' capital classified as equity
911
911
9,107,000
7,926,296
The financial statements were approved by the members and authorised for issue on 16 August 2023 and are signed on their behalf by:
16 August 2023
Samuel Breuning
Designated member
Limited Liability Partnership Registration No. OC438434
Breeze Investment Partners LLP
Reconciliation of members' interests
For the year ended 31 March 2023
Page 10
Current financial year
Equity
Debt
Total
Members' other interests
Loans and other debts due to members less any amounts due from members in debtors
Members' interests
Members' capital
Members' capital
Other amounts
Total
Total
2023
£
£
£
£
Members' interests at 1 April 2022
911
7,226,778
698,607
7,925,385
7,926,296
Members' remuneration charged as an expense, including employment costs and retirement benefit costs
-
-
1,180,704
1,180,704
1,180,704
Result for the financial year available for discretionary division among members
-
-
-
-
-
Members' interests after loss and remuneration for the year
911
7,226,778
1,879,311
9,106,089
9,107,000
Members' interests at 31 March 2023
911
7,226,778
1,879,311
9,106,089
9,107,000
Prior financial year
Equity
Debt
Total
Members' other interests
Loans and other debts due to members less any amounts due from members in debtors
Members' interests
Members' capital
Members' capital
Other amounts
Total
Total
2022
£
£
£
£
Members' interests at 21 July 2021
-
-
-
-
-
Members' remuneration charged as an expense, including employment costs and retirement benefit costs
-
-
698,607
698,607
698,607
Result for the financial year available for discretionary division among members
-
-
-
-
-
Members' interests after loss and remuneration for the period
-
-
698,607
698,607
698,607
Introduced by members
911
7,226,778
-
7,226,778
7,227,689
Members' interests at 31 March 2022
911
7,226,778
698,607
7,925,385
7,926,296
Breeze Investment Partners LLP
Statement of cash flows
For the year ended 31 March 2023
Page 11
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
14
(1,180,704)
(698,796)
Investing activities
Purchase of subsidiaries
-
(54,745)
Loans made to subsidiaries
-
(7,172,755)
Interest received
1,180,704
698,607
Net cash generated from/(used in) investing activities
1,180,704
(6,528,893)
Financing activities
Capital introduced by members
(classified as debt or equity)
-
7,227,689
Net cash (used in)/generated from financing activities
-
7,227,689
Net increase/(decrease) in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
-
Cash and cash equivalents at end of year
-
-
Breeze Investment Partners LLP
Notes to the financial statements
For the year ended 31 March 2023
Page 12
1
Accounting policies
Limited liability partnership information

Breeze Investment Partners LLP is a limited liability partnership incorporated in England and Wales. The registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

 

The limited liability partnership's principal activities are disclosed in the Members' Report.

1.1
Reporting period

The comparative period is from incorporation on 21 July 2021 to 31 March 2022.

1.2
Accounting convention

These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the limited liability partnership. 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.

The limited liability partnership has taken advantage of the exemption under section 402 of the Companies Act 2006 not to prepare group accounts as all of its subsidiary undertakings could be excluded from consolidation. The financial statements present information about the limited liability partnership as an individual entity and not about its group.

1.3
Going concern

At the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources to continue in operational existence for the foreseeable future. Thus the members continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the LLP and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Breeze Investment Partners LLP
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
Page 13
1.5
Members' participation rights

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement.

 

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.

All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.

 

Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.

Members participation - profits

Profits are automatically divided as they arise, so the LLP does not have an unconditional right to refuse payment and the amounts arising that are due to members are in the nature of liabilities. They are therefore treated as an expense and presented as members remuneration charged as an expense in arriving at the result for the relevant year. To the extent that they remain unpaid at the period end, they are shown as liabilities.

Amounts payable to members for unavoidable interest on members capital are charged to “members remuneration charged as an expense” in the relevant year.

Distributions of profits are classified as operating cash flows, because they are paid out of operating cash flows or because they are in substance paid for services rendered to the LLP as part of its revenue generating activities.

 

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the limited liability partnership. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Breeze Investment Partners LLP
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
Page 14
1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the limited liability partnership’s accounting policies, the members are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover

An analysis of the limited liability partnership's turnover is as follows:

2023
2022
£
£
Other significant revenue
Interest income
1,180,704
698,607
4
Auditor's remuneration

Audit fees are borne by the LLP's subsidiaries.

5
Employees

The average number of persons (excluding members) employed by the partnership during the year was:

2023
2022
Number
Number
Total
-
0
-
0
Breeze Investment Partners LLP
Notes to the financial statements (continued)
For the year ended 31 March 2023
Page 15
6
Members' remuneration
2023
2022
Number
Number
Average number of members during the year
9
9
2023
2022
£
£
Profit attributable to the member with the highest entitlement
550,805
325,904
Average members' remuneration
131,189
77,623
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
1,180,704
698,607

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
1,180,704
698,607
8
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
9
54,745
54,745
Loans to subsidiaries
9
7,172,755
7,172,755
7,227,500
7,227,500
9
Subsidiaries

Details of the limited liability partnership's subsidiaries at 31 March 2023 are as follows:

Breeze Investment Partners LLP
Notes to the financial statements (continued)
For the year ended 31 March 2023
9
Subsidiaries (continued)
Page 16
Name of undertaking
Registered office
Class of shares held
% Held
Direct
Indirect
Breeze Strategic Services Limited
Units B & C Broadlink Broadlink, Middleton, Manchester, England, M24 1UB
Ordinary
64.40
-
Breeze Acquisitions Limited
Units B & C Broadlink Broadlink, Middleton, Manchester, England, M24 1UB
Ordinary
-
64.40
Contained Air Solutions Limited
Units B & C Broadlink Broadlink, Middleton, Manchester, England, M24 1UB
Ordinary
-
64.40
Almar Services Limited
Units B & C Broadlink Broadlink, Middleton, Manchester, England, M24 1UB
Ordinary
-
64.40
10
Debtors
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
1,879,311
698,607
Other debtors
189
189
1,879,500
698,796
11
Loans and other debts due to members
2023
2022
£
£
Analysis of loans
Amounts falling due within one year
9,106,089
7,925,385

In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.

12
Related party transactions
Transactions with related parties

During the year the limited liability partnership entered into the following transactions with related parties:

Breeze Investment Partners LLP
Notes to the financial statements (continued)
For the year ended 31 March 2023
12
Related party transactions (continued)
Page 17
Interest receivable
2023
2022
£
£
Entities over which the LLP has control, joint control or significant influence
1,180,704
698,607

The following amounts were outstanding at the reporting end date:

2023
2022
Amounts due from related parties
£
£
Entities over which the LLP has control, joint control or significant influence
1,180,704
698,607
13
Ultimate controlling party

In the opinion of the members there is no single controlling party.

14
Cash absorbed by operations
2023
2022
£
£
Profit for the year
1,180,704
698,607
Adjustments for:
Investment income recognised in profit or loss
(1,180,704)
(698,607)
Movements in working capital:
Increase in debtors
(1,180,704)
(698,796)
Cash absorbed by operations
(1,180,704)
(698,796)
Breeze Investment Partners LLP
Notes to the financial statements (continued)
For the year ended 31 March 2023
Page 18
15
Analysis of changes in net funds
1 April 2022
31 March 2023
£
£
Loans and other debts due to members:
- Members' capital
(7,226,778)
(7,226,778)
- Other amounts due to members
(698,607)
(1,879,311)
Balances including members' debt
(7,925,385)
(9,106,089)
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