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Registered Number:08430347













AXIS WELL TECHNOLOGY GROUP LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

COMPANY INFORMATION


Directors
J Anderson 
R A Ramsey (resigned 2 June 2023)
K J Terry (resigned 2 June 2023)
A S Draper (appointed 2 June 2023)
D I Taylor (appointed 2 June 2023)
A A Ryder (appointed 2 June 2023)




Company secretary
S Evans



Registered number
08430347



Registered office
Spring Lodge
172 Chester Road

Helsby

Cheshire

WA6 0AR




Independent auditors
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 35


 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2023

Introduction
 
The directors present their report and the consolidated financial statements for the year ended 31 January 2023.
Axis Well Technology Group Limited is the holding company of the wider Axis Well Technology Group of companies which is an independent consultancy providing a comprehensive range of integrated energy and low carbon services. 

Business review
 
Overall, the group has exceeded Directors’ expectation during the year improving revenues by £4.5m to £24.5m and EBITDA by £1.6m to £4.6m.
This was predominantly achieved with Carbon, Capture and Storage activity increasing by >60% and Decommissioning by >100%.  These projects were principally UK based which impacted Axis’ international footprint with the proportion of turnover from overseas markets reducing to 42% from 53% in 2022.
During the year Axis successfully entered an additional low carbon market focusing on Hydrogen (H2) production and storage.  Examples of such initiatives include Axis assuming responsibility for:
 
Owners Engineer for H2 infrastructure development
Conceptual design of blue and green H2 production facilities onshore and offshore

Looking forward the Directors anticipate the continuing growth in global energy demand, high commodity prices, strong investment incentivisation from many governments looking to maintain energy security, and the increasing interest in carbon lowering technology will position the group to assist its clients in our three key markets:

Energy (our traditional oil and gas services) – where current activity is being supported by global economies facing multiple energy security challenges
Low Carbon – supported by the Energy Transition with the focus to date having been Carbon, Capture and Storage (CCS) and Hydrogen production and storage which is only expected to benefit from increasing demand both in the UK and Internationally
Decommissioning – supported by a stronger regulatory posture regarding mature fields reaching Cessation of Production

Principal risks and uncertainties (continued)
 
Liquidity risk
The Group, with the support of its principal shareholder, actively maintains a mixture of long term shareholder  debt finance and bank working capital facilities that is designed to ensure the Group has sufficient working capital and funding available to support current and future expansion plans.
Operational risk
The Group regularly assesses risks that impact on the business, including its processes and procedures in relation to quality and health and safety. Through its quality management system, the Group conducts regular risk assessments and audits, with management fully committed to maintaining and improving controls and effective processes. The management team regularly reviews such risk assessments together with related health and safety matters.
Foreign currency risk
As the Group continues to expand its operations internationally the exposure to the financial risks of changes in foreign currency exchange rates will increase. The Group will, where deemed necessary, enter into forward currency contract to mitigate the risk.

Page 1
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023

Financial key performance indicators
The key performance indicators used by the directors are EBITDA, employee utilisation, gross margins, cash generation and customer satisfaction.

Employees
 
The Group recognises the need for good communication and is committed to involving all employees in its development. Employees are kept informed of, consulted and encouraged to express their views on matters which are likely to affect their interest in and contribution to their company, its profitability and performance.
It is the Group's policy to give full consideration to suitable applications for employment by disabled persons. Where an employee becomes disabled whilst employed, arrangements are made whenever practicable to continue their employment  or provide training for any other suitable position. Disabled persons are eligible to participate in all career development opportunities available to staff. All employees are given opportunities to develop their expertise and knowledge and to qualify for promotion in furtherance of their careers.
Axis Well Technology Limited has Gold accreditation for Investors in People and is accredited for Investors in Young People, with both recently renewed until November 2023.


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



J Anderson
Director

Date: 2 August 2023

Page 2
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2023

The directors present their report and the financial statements for the year ended 31 January 2023.

Results and Dividends

The operating profit before interest, tax, depreciation and amortisation amounted to £4,643,262 (2022 -£3,047,445).  The loss for the year, after taxation, amounted to £11,896,253 (2022 - loss £2,930,081).  The loss for the current year includes a goodwill impairment charge of £10,535,291.
During the year the directors did not propose a dividend (2022 - NIL).

Directors

The directors who served during the year were:

J Anderson 
R A Ramsey (resigned 2 June 2023)
K J Terry (resigned 2 June 2023)

Future developments

The Group remains committed to quality of service and personnel, and continues to innovate and invest in its people and develop its international client base.

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'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's auditors are aware of that information.

Post balance sheet events

All Ordinary and Preference shares in Axis Well Technology Group Limited were acquired on 2 June 2023 by RSK Environment Limited.  On completion of this transaction, all Loan Notes were fully redeemed.  
No other events have occurred which would change the financial position of the company or require adjustment of, or disclosure in the financial statements

Auditors

The auditorsAnderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





J Anderson
Director

Date: 2 August 2023

Page 3
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2023

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 judgements and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY GROUP LIMITED
 

Opinion


We have audited the financial statements of Axis Well Technology Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2023, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 January 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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


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 5
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY GROUP 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 Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


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 year 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 6
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY GROUP 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:

Management override of controls to manipulate the company’s key performance indicators to meet targets
Timing and completeness of revenue recognition
Management judgement applied in calculating provisions
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading

Our audit procedures to respond to these risks included:

Testing of journal entries and other adjustments for appropriateness
Evaluating the business rationale of significant transactions outside the normal course of business
Reviewing judgments made by management in their calculation of accounting estimates for potential management bias
Enquiries of management about litigation and claims and inspection of relevant correspondence
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.


Page 7
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY GROUP LIMITED (CONTINUED)

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.





James Pirrie (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

2 August 2023
Page 8
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2023

2023
2022
Note
£
£

  

Turnover
  
24,568,008
20,047,948

Cost of sales
  
(15,695,345)
(13,693,747)

Gross profit
  
8,872,663
6,354,201

Administrative expenses
  
(4,229,401)
(3,446,109)

Other operating income
  
-
139,353

Operating profit
  
4,643,262
3,047,445

Depreciation & Amortisation
  
(1,654,523)
(1,651,642)

Goodwill impairment
 13 
(10,535,291)
-

Total operating (loss)/profit
  
(7,546,552)
1,395,803

Interest receivable and similar income
 10 
4,651
-

Interest payable and expenses
 11 
(3,622,764)
(3,603,941)

Loss before taxation
  
(11,164,665)
(2,208,138)

Tax on loss
 12 
(731,588)
(721,943)

Loss for the year
  
(11,896,253)
(2,930,081)

  

Non-controlling interests
  
16,087
(839)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 16 to 35 form part of these financial statements.

Page 9
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED

REGISTERED NUMBER:08430347

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible Assets
 14 
5,694,832
17,813,549

Tangible Fixed Assets
 15 
95,720
73,292

  
5,790,552
17,886,841

Current assets
  

Debtors: amounts falling due within one year
 17 
5,677,345
5,606,597

Cash at bank and in hand
 18 
11,099,008
7,119,051

  
16,776,353
12,725,648

Creditors: amounts falling due within one year
 19 
(3,093,120)
(2,865,213)

Net current assets
  
 
 
13,683,233
 
 
9,860,435

Total assets less current liabilities
  
19,473,785
27,747,276


Capital and reserves
  

Called up share capital 
 24 
1,025,680
1,025,680

Non-controlling interests
  
36,743
20,656

Profit and loss account
  
(36,502,436)
(24,590,096)

Equity attributable to owners of the parent Company
  
(35,440,013)
(23,543,760)

  

Creditors: amounts falling due after more than one year
 20 
54,913,798
51,291,036

  
19,473,785
27,747,276


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J Anderson
Director

Date: 2 August 2023

The notes on pages 16 to 35 form part of these financial statements.

Page 10
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED

REGISTERED NUMBER:08430347

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
13,887,500
13,887,500

  
13,887,500
13,887,500

Current assets
  

Debtors: amounts falling due within one year
 17 
14,114,492
12,342,138

Cash at bank and in hand
 18 
6,402
6,782

  
14,120,894
12,348,920

Creditors: amounts falling due within one year
 19 
(115,371)
(95,552)

Net current assets
  
 
 
14,005,523
 
 
12,253,368

Total assets less current liabilities
  
27,893,023
26,140,868

  

  

Net assets
  
27,893,023
26,140,868


Capital and reserves
  

Called up share capital 
 24 
1,025,680
1,025,680

Profit and loss account carried forward
  
(171,540)
(151,551)

  
854,140
874,129

  

Creditors: Amounts Falling Due After More Than One Year
 20 
27,038,883
25,266,739

  
27,893,023
26,140,868


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 loss after tax of the parent Company for the year was £19,989  (2022 - £7,174 ).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


J Anderson
Director

Date: 2 August 2023

The notes on pages 16 to 35 form part of these financial statements.

Page 11
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2023


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

£
£
£
£
£


At 1 February 2021
1,025,680
(21,660,854)
(20,635,174)
21,495
(20,613,679)


Comprehensive income for the year

Loss for the year
-
(2,929,242)
(2,929,242)
(839)
(2,930,081)



At 1 February 2022
1,025,680
(24,590,096)
(23,564,416)
20,656
(23,543,760)


Comprehensive income for the year

Loss for the year
-
(11,912,340)
(11,912,340)
16,087
(11,896,253)


At 31 January 2023
1,025,680
(36,502,436)
(35,476,756)
36,743
(35,440,013)


The notes on pages 16 to 35 form part of these financial statements.

Page 12
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 February 2021
1,025,680
(144,377)
881,303


Comprehensive loss for the year

Loss for the year
-
(7,174)
(7,174)



At 1 February 2022
1,025,680
(151,551)
874,129


Comprehensive loss for the year

Loss for the year
-
(19,989)
(19,989)


At 31 January 2023
1,025,680
(171,540)
854,140


The notes on pages 16 to 35 form part of these financial statements.

Page 13
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(11,896,253)
(2,930,081)

Adjustments for:

Amortisation of intangible assets
1,583,426
1,583,426

Depreciation of tangible assets
71,097
68,216

Goodwill impairment
10,535,291
-

Government grants
-
(139,353)

Interest payable
3,622,764
3,603,941

Interest received
(4,651)
-

Taxation charge
731,588
721,943

(Increase) in debtors
(167,274)
(1,733,401)

Increase in creditors
227,909
921,202

Corporation tax (paid)
(635,066)
(590,463)

Net cash generated from operating activities

4,068,831
1,505,430


Cash flows from investing activities

Sale of intangible assets
-
(20,918)

Purchase of tangible fixed assets
(93,525)
-

Government grants received
-
139,353

Interest received
4,651
-

Net cash from investing activities

(88,874)
118,435


Net increase in cash and cash equivalents
3,979,957
1,623,865

Cash and cash equivalents at beginning of year
7,119,051
5,495,186

Cash and cash equivalents at the end of year
11,099,008
7,119,051


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
11,099,008
7,119,051

11,099,008
7,119,051


The notes on pages 16 to 35 form part of these financial statements.

Page 14
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2023




At 1 February 2022
Cash flows
At 31 January 2023
£

£

£

Cash at bank and in hand

7,119,051

3,979,957

11,099,008

Debt due after 1 year

(26,770,349)

-

(26,770,349)


(19,651,298)
3,979,957
(15,671,341)

The notes on pages 16 to 35 form part of these financial statements.

Page 15
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

1.


General information

Axis Well Technology Group Limited (the Company) is a limited company incorporated in the United Kingdom. The address of its registered office is Spring Lodge, 172 Chester Road, Helsby, Cheshire, WA6 0AR and its principal place of business is Kettock Lodge, Campus 2, Balgownie Drive, Aberdeen, AB22 8GU.
The Company is a holding company of the wider Axis Well Technology group of companies, with Axis Well Technology Limited being the main trading entity. The principal activity of the Group is the provision of subsurface, petroleum and well engineering and operational support consultancy services to the international energy industry.

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 judgement 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 Statement of financial position, 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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 February 2014.

Page 16
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Going concern

The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The directors remain confident that the company can continue to operate as a going concern. This assessment is based on the understanding that the company and the wider group will continue to trade over the coming months, the projected 2023/24 EBITDA is forecast to continue the current year growth.  This, along with retained reserves will allow the company to continue to meet it’s obligations as they fall due and operate as a going concern.
 
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

On consolidation, the results of overseas operations are translated into Sterling 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.

Page 17
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

  
2.6

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 Profit and Loss account over its useful economic life of 20 years.

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

  
2.8

Preference shares

In accordance with FRS 102 preference shares that are redeemable at contractually established dates are treated as debt. Preference shares that have no specific redemption date are treated as part of shareholders funds. Dividends payable on the shares are accrued in line with the Articles of Association of the Company.

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.10

Interest income

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

Page 18
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.11

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.

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.14

Current and deferred taxation

The tax expense for the year 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 reporting 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 reporting 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 reporting date.

Page 19
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.15

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:

Plant & machinery
-
25% straight line
Fixtures, fittings and office equipment
-
25% - 33% straight line
Tenant's improvements
-
33% straight line

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.

 
2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

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.

Page 20
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.19

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.

 
2.20

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.

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.22

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the
Page 21
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 

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

2.Accounting policies (continued)


2.22
Financial instruments (continued)

contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

 
2.23

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements.
Impairment of debtors
The group makes an assessment of recoverable value of trade and other debtors.  When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors and historical experience. 
I
mpairment of intangible assets and goodwill
The group establishes a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations.  The estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory of contractual provisions that can limit useful life and assumptions that marker participants would consider in respect of similar businesses.


4.


Turnover

Turnover comprises the invoice value of goods and services exclusive of value added tax.

Turnover attributable to geographical markets outside the United Kingdom amounted to 42% (2022 - 53%).

Page 22
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

5.


Other operating income

2023
2022
£
£

Government grants receivable
-
139,353

-
139,353



6.


Operating (loss)/profit

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

2023
2022
£
£

Depreciation of tangible fixed assets
71,097
68,216

Amortisation of intangible assets, including goodwill
1,583,426
1,583,426

Impairment of intangible assets
(10,535,291)
-

Exchange differences
(81,352)
(8,313)

Defined contribution pension cost
364,855
319,838


7.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Group's auditors and its associates for the audit of the Group's annual accounts
27,115
24,650

Fees payable to the Group's auditors and its associates in respect of non-audit fees
11,450
10,425

Page 23
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
9,493,028
7,861,373
-
-

Social security costs
1,152,163
876,714
-
-

Cost of defined contribution scheme
364,855
319,838
-
-

11,010,046
9,057,925
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Administration
18
14



Production
85
76



Directors
3
3

106
93


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
254,957
182,667

254,957
182,667


The highest paid director received remuneration of £254,957 (2022 - £182,667).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
4,651
-

4,651
-

Page 24
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

11.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
1,850,617
1,831,798

Preference share dividends
1,772,147
1,772,143

3,622,764
3,603,941

During the year the Group has accrued interest of £1,850,617 (2022 - £1,831,798) in respect of the loan notes and accrued dividends on the preference shares amounting to £1,772,147 (2022 - £1,772,143).  The accrued interest on the loans will be paid when the loan notes are repaid.  No preference dividends were paid during the year.


12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
723,742
574,638

Adjustments in respect of previous periods
(3,480)
(5,467)


720,262
569,171

Foreign tax


Foreign tax on income for the year
4,030
-

4,030
-

Total current tax
724,292
569,171

Deferred tax


Origination and reversal of timing differences
7,296
167,824

Changes to tax rates
-
(15,052)

Total deferred tax
7,296
152,772


Taxation on profit on ordinary activities
731,588
721,943
Page 25
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(11,164,665)
(2,208,142)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(119,581)
(419,547)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
300,851
289,245

Expenses not deductible
955
-

Capital allowances for year in excess of depreciation
(5,619)
(1,197)

Preference dividend not taxable
336,708
338,835

Non-taxable income
(16,741)
16,435

Adjustments in respect of prior years
-
(5,467)

Adjustment in respect of prior periods - deferred tax
(100)
-

Change in deferred tax rates
1,907
(141,544)

Deferred tax not recognised
233,208
645,183

Total tax charge for the year
731,588
721,943


Factors that may affect future tax charges

The Government have announced that the corporation tax main rate will be increased to 25% for profits over £250,000 from 1 April 2023.  As this rate has been substantively enacted the deferred tax provision has been based on the rate of 25%.


13.


Exceptional item

2023
2022
£
£



Goodwill impairment
10,535,291
-

10,535,291
-

Page 26
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

14.


Intangible assets

Group 





Goodwill

£



Cost


At 1 February 2022
31,668,527



At 31 January 2023

31,668,527



Amortisation


At 1 February 2022
13,854,978


Charge for the year on owned assets
1,583,426


Impairment charge
10,535,291



At 31 January 2023

25,973,695



Net book value



At 31 January 2023
5,694,832



At 31 January 2022
17,813,549



Page 27
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

15.


Tangible fixed assets

Group






Plant & machinery
Fixtures, fittings & office equipment
Tenant's improvements
Total

£
£
£
£



Cost or valuation


At 1 February 2022
9,000
1,322,371
103,925
1,435,296


Additions
-
93,525
-
93,525



At 31 January 2023
9,000
1,415,896
103,925
1,528,821



Depreciation


At 1 February 2022
9,000
1,249,079
103,925
1,362,004


Charge for the year on owned assets
-
71,097
-
71,097



At 31 January 2023
9,000
1,320,176
103,925
1,433,101



Net book value



At 31 January 2023
-
95,720
-
95,720



At 31 January 2022
-
73,292
-
73,292

Page 28
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2022
13,887,500



At 31 January 2023
13,887,500









The following were subsidiary undertakings of the Company:

Name

Principal place 
of business

Class of shares

Holding

Axis Well Technology Management Limited
Kettock Lodge, Campus 2, Balgownie Drive, Aberdeen Innovation Park, Bridge of Don, Aberdeen, AB22 8GU
Ordinary
100%
Axis Well Technology Limited
Kettock Lodge, Campus 2, Balgownie Drive, Aberdeen Innovation Park, Bridge of Don, Aberdeen, AB22 8GU
Ordinary
100%
Axis Well Technology International Limited
Kettock Lodge, Campus 2, Balgownie Drive, Aberdeen Innovation Park, Bridge of Don, Aberdeen, AB22 8GU
Ordinary
100%
Axis Well Technology Middle East LLC
Al Markaziyah, Abu Dhabi City, Abu Dhabi
Ordinary
49%

Under the shareholder agreement the Group is entitled to the majority of the profits and losses generated in Axis Well Technology Middle East LLC. 

Page 29
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

  

Trade debtors
  
3,694,850
3,646,445
-
-

Amounts owed by group undertakings
  
-
-
14,113,886
12,341,741

Other debtors
  
242,720
244,790
606
397

Prepayments and accrued income
  
1,159,630
1,127,921
-
-

Deferred taxation
  
580,145
587,441
-
-

  
5,677,345
5,606,597
14,114,492
12,342,138


The amounts owed by group undertakings in the Company figures relates to preference dividends payable by Axis Well Technology Management Limited. These eliminate on consolidation.


18.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
11,099,008
7,119,051
6,402
6,782

11,099,008
7,119,051
6,402
6,782



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
840,792
960,490
-
300

Amounts owed to group undertakings
-
-
105,095
88,232

Other taxation and social security
409,078
386,516
-
-

Other creditors
159,390
158,745
-
-

Accruals and deferred income
1,683,860
1,359,462
10,276
7,020

3,093,120
2,865,213
115,371
95,552


Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.

Page 30
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Loan notes
  
13,845,349
13,845,349
-
-

Loan note interest
  
14,025,069
12,174,453
-
-

Dividend payable on shares classed as debt
  
14,118,380
12,346,234
14,113,883
12,341,739

Share capital treated as debt
  
12,925,000
12,925,000
12,925,000
12,925,000

  
54,913,798
51,291,036
27,038,883
25,266,739


Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.




21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year


Loan notes
13,845,349
13,845,349

13,845,349
13,845,349



The loan notes will be repaid on the earlier of (i) a sale or listing of the company and (ii) 30 April 2024. The annual default  rate of interest on the loan notes is 8%.  If the the interest is not paid when due, a relevant interest rate shall apply as per the Articles of Association and will be charged on the outstanding principal amounts of the loan notes. The accrued interest will be repaid when the loan notes are repaid.

Page 31
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

22.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
11,099,008
7,119,051
6,402
6,782

Financial assets that are debt instruments measured at amortised cost
4,777,043
4,896,998
14,114,492
12,342,138

15,876,051
12,016,049
14,120,894
12,348,920


Financial liabilities

Financial liabilities measured at amortised cost
(57,166,551)
(53,361,392)
(27,154,254)
(25,362,291)


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors and accrued income.


Financial liabilities measured at amortised cost comprise trade creditors, other creditors, accruals, loan notes, loan note interest, dividend payable on shares classed as debt and share capital treated as debt.


23.


Deferred taxation


Group



2023


£






At beginning of year
587,441


Credit to the Statement of Comprehensive Income
(7,296)



At end of year
580,145

Group
Group
2023
2022
£
£

Accelerated capital allowances
(13,277)
(5,331)

Tax losses carried forward
93,422
92,772

Short term timing difference
500,000
500,000

580,145
587,441



Page 32
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

24.


Share capital

2023
2022
£
£
Shares classified as equity

Allotted, called up and fully paid



5,944,382 (2022 - 5,944,382) Ordinary Class A shares of £0.10 each
594,438
594,438
2,889,623 (2022 - 2,889,623) Ordinary Class B shares of £0.10 each
288,962
288,962
1,165,995 (2022 - 1,165,995) Ordinary Class C shares of £0.10 each
116,600
116,600
165,995 (2022 - 165,995) Deferred shares of £0.10 each
16,600
16,600
90,800 (2022 - 90,800) Ordinary Class D shares of £0.10 each
9,080
9,080

1,025,680

1,025,680



2023
2022
£
£
Shares classified as debt

Allotted, called up and fully paid



12,925,000 (2022 - 12,925,000) Preference shares of £1.00 each
12,925,000
12,925,000


Page 33
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

24.Share capital (continued)

The preference shares have no voting rights. The preference shares have a fixed dividend right of 8% per annum. The shares are redeemable on the earlier of (i) a sale or listing the Company and (ii) 30 April 2024. No dividends have been paid during the period with the dividends payable being accrued at the period end.
If the Company is precluded from paying the dividend on preference shares when due, a relevant rate as defined in the Articles of Association will be applied.
The deferred shares may be redeemable by the Company at any time at its option for the issue price. The deferred shares have no rights to vote or to income or dividends of the Company.
On a return of capital on liquidation or capital reduction or otherwise, the surplus assets of the Company remaining after payment of its liabilities shall be applied in the following order of priority:
Firstly, where the Institutional Group Rate of Return is equal to or greater than 0.7, then the holders of the D ordinary shares as a class shall be entitled to receive such single amount (in aggregate) as is specified in the Articles of Association depending on the level of the Institutional Group rate of Return. In no circumstance shall the aggregate D ordinary share return exceed £3,400,000. 
Secondly, in paying to each holder of preferences shares, all unpaid arrears and accruals of the preference share dividends together with the issue price of the preference shares calculated up to and including the date the return of capital is made.
Thirdly, in paying to each of the holders of the A, B, C and D ordinary shares any unpaid dividends which have been declared but are unpaid.
Fourthly, in paying to each of the holders of the A, B, C and D ordinary shares an amount equal to the issue price of the shares. Thereafter, any balance of assets shall be distributed to the A, B and C ordinary shareholders in proportion to the amount of shares held.  Any return on a particular class of share will be made amongst their holding pro rata as nearly as possible to their respective holdings of shares of that class.


25.


Pension commitments

The Group contributes to a defined contribution group pension scheme. There were £NIL unpaid contributions outstanding at the year end included in the accruals (2022 - £NIL).


26.


Commitments under operating leases

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


Group
Group
2023
2022
£
£


Not later than 1 year
216,457
128,914

Later than 1 year and not later than 5 years

328,543
156,644


545,000
285,558
Page 34
 

 
AXIS WELL TECHNOLOGY GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

27.


Related party transactions

The Group has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 33.1A "Related Party Disclosure" from the need to disclose transactions between group entities that have been eliminated on consolidation. 
The Group entered into the following transactions with other related parties:
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28.


Post balance sheet events

All Ordinary and Preference shares in Axis Well Technology Group Limited were acquired on 2 June 2023 by RSK Environment Limited.  On completion of this transaction, all Loan Notes were fully redeemed.  


29.


Controlling party

Until 2 June 2023, the ultimate controlling party was Elysian Capital LLP on the basis that it controlled a controlling interest in the voting rights of the share capital of Axis Well Technology Group Limited.
On 2 June 2023, Axis Well Technology Group Limited was acquired by RSK Environment Limited.  RSK Group Limited are now deemed to be the ultimate controlling party by virtue of it holding full control of the voting and dividend rights of RSK Environment Limited.
The largest group in which the results of the Company are consolidated is that headed by Axis Well Technology Group Limited.

Page 35