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Registered Number:10793440













AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED






DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED
 

COMPANY INFORMATION


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




Company secretary
S Evans



Registered number
10793440



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 INTERNATIONAL LIMITED
 

CONTENTS



Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditors' report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 13


 
AXIS WELL TECHNOLOGY INTERNATIONAL 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.

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)

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.  Axis Well Technology International Limited was included in this sale.
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.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A 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 1
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2023

The directors are responsible for preparing the Directors' report and the 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2
 

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

Opinion


We have audited the financial statements of Axis Well Technology International Limited (the 'Company') for the year ended 31 January 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 Company's affairs as at 31 January 2023 and of its 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 Company 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 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 3
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY INTERNATIONAL 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 4
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY INTERNATIONAL 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 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
Analytical procedures to identify any unusual or unexpected trends or relationship
Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud


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 5
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY INTERNATIONAL 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
 
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

2 August 2023
Page 6
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2023

2023
2022
£
£

  

Administrative expenses
  
(2,767)
(2,762)

Operating loss
  
(2,767)
(2,762)

Tax on loss
  
-
-

Loss for the financial year
  
(2,767)
(2,762)

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

The notes on pages 10 to 13 form part of these financial statements.

Page 7
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED

REGISTERED NUMBER:10793440

STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
9,495
9,495

  
9,495
9,495

Current assets
  

Debtors: amounts falling due within one year
 5 
55,004
55,189

Cash at bank and in hand
 6 
5,455
3,997

  
60,459
59,186

Creditors: amounts falling due within one year
 7 
(75,972)
(71,932)

Net current liabilities
  
 
 
(15,513)
 
 
(12,746)

Total assets less current liabilities
  
(6,018)
(3,251)

  

Net liabilities
  
(6,018)
(3,251)


Capital and reserves
  

Called up share capital 
  
10,000
10,000

Profit and loss account
  
(16,018)
(13,251)

  
(6,018)
(3,251)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 10 to 13 form part of these financial statements.

Page 8
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED
 

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
10,000
(10,489)
(489)


Comprehensive income for the year

Loss for the year
-
(2,762)
(2,762)



At 1 February 2022
10,000
(13,251)
(3,251)


Comprehensive income for the year

Loss for the year
-
(2,767)
(2,767)


At 31 January 2023
10,000
(16,018)
(6,018)


The notes on pages 10 to 13 form part of these financial statements.

Page 9
 

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

1.


General information

Axis Well Technology International Limited (the Company) is a limited company incorporated in the United Kingdom. The Company's registered office is Spring Lodge, 172 Chester Road, Helsby, Cheshire WA6 0AR.
The principal activity of the Company is that of a holding company.

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 management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

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 company has net liabilities of £75,972 as at 31 January 2023 which includes £68,625 owed to group companies. The parent company has confirmed that it will continue to support the company. 
 
The directors are 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. This, along with parent support and 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.

 
2.3

Taxation

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 operates and generates income.

Page 10
 

 
AXIS WELL TECHNOLOGY INTERNATIONAL LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.5

Debtors

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

 
2.6

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.

 
2.7

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.


3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).

Page 11
 

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

4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2022
9,495



At 31 January 2023
9,495





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Axis Well Technology Middle East LLC
Al Markaziyah, Abu Dhabi City, Abu Dhabi
Ordinary
49%

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


5.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
55,004
55,004

Tax recoverable
-
185

55,004
55,189



6.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
5,455
3,997

5,455
3,997


Page 12
 

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

7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
-
300

Amounts owed to group undertakings
68,625
64,350

Accruals and deferred income
7,347
7,282

75,972
71,932



8.


Related party transactions

The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 33 "Related Party Disclosure" from the need to disclose transactions between group entities, copies of which are publicly available.


9.


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.  Axis Well Technology International Limited was included in this sale.


10.


Controlling party

Axis Well Technology Group Limited is the Company’s parent company.  
Axis Well Technology Group Limited is the only undertaking for which consolidated financial statements that include the results of Axis Well Technology International Limited.
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.

Page 13