Caseware UK (AP4) 2022.0.179 2022.0.179 2023-01-312023-01-31false7trueHolding company for Axis Well Technology Limitedtruetruetruetruetrue2022-02-017false 08354912 2022-02-01 2023-01-31 08354912 2021-02-01 2022-01-31 08354912 2023-01-31 08354912 2022-01-31 08354912 2021-02-01 08354912 1 2022-02-01 2023-01-31 08354912 1 2021-02-01 2022-01-31 08354912 1 2022-02-01 2023-01-31 08354912 d:Exceptional 2022-02-01 2023-01-31 08354912 d:Exceptional 2021-02-01 2022-01-31 08354912 e:CompanySecretary1 2022-02-01 2023-01-31 08354912 e:Director1 2022-02-01 2023-01-31 08354912 e:Director2 2022-02-01 2023-01-31 08354912 e:Director2 2023-01-31 08354912 e:Director3 2022-02-01 2023-01-31 08354912 e:Director3 2023-01-31 08354912 e:Director4 2022-02-01 2023-01-31 08354912 e:Director4 2023-01-31 08354912 e:Director5 2022-02-01 2023-01-31 08354912 e:Director5 2023-01-31 08354912 e:Director6 2022-02-01 2023-01-31 08354912 e:Director6 2023-01-31 08354912 e:RegisteredOffice 2022-02-01 2023-01-31 08354912 d:CurrentFinancialInstruments 2023-01-31 08354912 d:CurrentFinancialInstruments 2022-01-31 08354912 d:Non-currentFinancialInstruments 2023-01-31 08354912 d:Non-currentFinancialInstruments 2022-01-31 08354912 d:Non-currentFinancialInstruments 1 2023-01-31 08354912 d:Non-currentFinancialInstruments 1 2022-01-31 08354912 d:CurrentFinancialInstruments d:WithinOneYear 2023-01-31 08354912 d:CurrentFinancialInstruments d:WithinOneYear 2022-01-31 08354912 d:Non-currentFinancialInstruments d:AfterOneYear 2023-01-31 08354912 d:Non-currentFinancialInstruments d:AfterOneYear 2022-01-31 08354912 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-01-31 08354912 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-01-31 08354912 d:ShareCapital 2023-01-31 08354912 d:ShareCapital 2022-01-31 08354912 d:ShareCapital 2021-02-01 08354912 d:RetainedEarningsAccumulatedLosses 2022-02-01 2023-01-31 08354912 d:RetainedEarningsAccumulatedLosses 2023-01-31 08354912 d:RetainedEarningsAccumulatedLosses 2021-02-01 2022-01-31 08354912 d:RetainedEarningsAccumulatedLosses 2022-01-31 08354912 d:RetainedEarningsAccumulatedLosses 2021-02-01 08354912 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-01-31 08354912 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-01-31 08354912 d:FinancialAssetsAmortisedCost 2023-01-31 08354912 d:FinancialAssetsAmortisedCost 2022-01-31 08354912 e:OrdinaryShareClass1 2022-02-01 2023-01-31 08354912 e:OrdinaryShareClass1 2023-01-31 08354912 e:OrdinaryShareClass1 2022-01-31 08354912 e:PreferenceShareClass1 2022-02-01 2023-01-31 08354912 e:PreferenceShareClass1 2023-01-31 08354912 e:PreferenceShareClass1 2022-01-31 08354912 e:FRS102 2022-02-01 2023-01-31 08354912 e:Audited 2022-02-01 2023-01-31 08354912 e:FullAccounts 2022-02-01 2023-01-31 08354912 e:PrivateLimitedCompanyLtd 2022-02-01 2023-01-31 08354912 d:Subsidiary1 2022-02-01 2023-01-31 08354912 d:Subsidiary1 1 2022-02-01 2023-01-31 08354912 d:TaxLossesCarry-forwardsDeferredTax 2023-01-31 08354912 d:TaxLossesCarry-forwardsDeferredTax 2022-01-31 08354912 d:OtherDeferredTax 2023-01-31 08354912 d:OtherDeferredTax 2022-01-31 08354912 4 2022-02-01 2023-01-31 08354912 6 2022-02-01 2023-01-31 xbrli:shares iso4217:GBP xbrli:pure
Registered Number:08354912













AXIS WELL TECHNOLOGY MANAGEMENT LIMITED






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

 
AXIS WELL TECHNOLOGY MANAGEMENT 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)
A A Ryder (appointed 2 June 2023)
D I Taylor (appointed 2 June 2023)




Company secretary
S Evans



Registered number
08354912



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 MANAGEMENT LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 24


 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2023

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

Business review
 
The company is a holding company for Axis Well Technology Limited and commentary of the performance of that company is included within its own Report and Financial Statements.
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 the group 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

The results for the company include an investment impairment of £10.5m following the annual review of all investments.

Principal risks and uncertainties
 
Given the nature of the Company, the directors do not believe there are any material risks and uncertainties.


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



J Anderson
Director

Date: 2 August 2023

Page 1
 

 
AXIS WELL TECHNOLOGY MANAGEMENT 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 loss for the year, after taxation, amounted to £14,188,314 (2022 - loss £3,752,479).

No dividends were paid during the year (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 Company 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.  Axis Well Technology Management 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.

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





J Anderson
Director

Date: 2 August 2023

Page 2
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2023

The directors are responsible for preparing the Strategic report, 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 judgments 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 3
 

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

Opinion


We have audited the financial statements of Axis Well Technology Management 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 4
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY MANAGEMENT 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 5
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY MANAGEMENT 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 6
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AXIS WELL TECHNOLOGY MANAGEMENT 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 7
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2023

2023
2022
Note
£
£

  

Turnover
 4 
1,185,978
882,768

Gross profit
  
1,185,978
882,768

Administrative expenses
  
(1,216,887)
(873,001)

Exceptional administrative expenses
 10 
(10,535,291)
-

Operating (loss)/profit
  
(10,566,200)
9,767

Interest payable and expenses
 8 
(3,622,764)
(3,603,945)

Loss before tax
  
(14,188,964)
(3,594,178)

Tax on loss
 9 
650
(158,301)

Loss for the financial year
  
(14,188,314)
(3,752,479)

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

The notes on pages 11 to 24 form part of these financial statements.

Page 8
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED

REGISTERED NUMBER:08354912

STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 11 
30,400,000
40,935,291

  
30,400,000
40,935,291

Current assets
  

Debtors: amounts falling due within one year
 12 
662,009
611,676

Cash at bank and in hand
 13 
21,483
8,518

  
683,492
620,194

Creditors: amounts falling due within one year
 14 
(15,681,829)
(15,588,273)

Net current liabilities
  
 
 
(14,998,337)
 
 
(14,968,079)

  

Net assets
  
15,401,663
25,967,212


Capital and reserves
  

Called up share capital 
 19 
952,500
952,500

Profit and loss account
  
(40,464,638)
(26,276,324)

  
(39,512,138)
(25,323,824)

  

Creditors: Amounts Falling Due After More Than One Year
 15 
54,913,801
51,291,036

Total Financing
  
15,401,663
25,967,212


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 11 to 24 form part of these financial statements.

Page 9
 

 
AXIS WELL TECHNOLOGY MANAGEMENT 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 2022
952,500
(26,276,324)
(25,323,824)


Comprehensive income for the year

Loss for the year
-
(14,188,314)
(14,188,314)


At 31 January 2023
952,500
(40,464,638)
(39,512,138)


The notes on pages 11 to 24 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 February 2021
952,500
(22,523,845)
(21,571,345)


Comprehensive income for the year

Loss for the year
-
(3,752,479)
(3,752,479)


At 31 January 2022
952,500
(26,276,324)
(25,323,824)


The notes on pages 11 to 24 form part of these financial statements.

Page 10
 

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

1.


General information

Axis Well Technology Management 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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Axis Well Technology Group Limited as at 31 January 2023 and these financial statements may be obtained from Spring Lodge, 172 Chester Road, Helsby, Cheshire, WA6 0AR.

 
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 company has net current liabilities of £14,998,337 as at 31 January 2023 which includes £15,438,985 owed to group companies. The parent company has confirmed that it will continue to support the company.
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. 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.

Page 11
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 

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

2.Accounting policies (continued)

 
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.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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

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.

  
2.7

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. Dividend payable on the shares are accrued in line with the Article of Association of the Company.

 
2.8

Borrowing costs

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

Page 12
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 

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

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.10

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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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 13
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 

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

2.Accounting policies (continued)

 
2.14

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.

  
2.15

Financial instruments

The company only enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from related parties. These are measured at amortised cost and 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 Statement of comprehensive income.

 
2.16

Creditors

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

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company 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 Company 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.

 
2.18

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.
Carrying value of investments
Investments in subsidiaries are measured at cost. The company considers annually whether there is an indication of impairment based on trading and net assets of subsidiaries. If an impairment issue is identified an impairment provision is included. 

Page 14
 

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

4.


Turnover

The whole of the turnover is attributable to intercompany recharges.

All turnover arose within the United Kingdom.


5.


Auditors' remuneration

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


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
3,960
3,600



6.


Employees

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


2023
2022
£
£

Wages and salaries
981,761
728,932

Social security costs
126,121
87,102

Cost of defined contribution scheme
22,563
25,720

1,130,445
841,754


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


        2023
        2022
            No.
            No.







Administration
4
4



Directors
3
3

7
7

Page 15
 

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

7.


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


8.


Interest payable and similar expenses

2023
2022
£
£


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

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

3,622,764
3,603,945

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 - £1,772,147). The accrued interest on the loan notes will be paid when the loan notes are repaid.  No preference dividends were paid during the year.


9.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
176,783

Changes to tax rates
-
(18,482)

Prior year adjustment
(650)
-

Total deferred tax
(650)
158,301


Taxation on (loss)/profit on ordinary activities
(650)
158,301
Page 16
 

 
AXIS WELL TECHNOLOGY MANAGEMENT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
 
9.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
(14,188,964)
(3,594,178)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(694,198)
(682,894)

Effects of:


Preference dividend not taxable
570,208
338,835

Change in tax rates
-
(142,465)

Deferred tax not recognised
-
644,825

Group relief
123,990
-

Prior year adjustments
(650)
-

Total tax charge for the year
(650)
158,301


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%. 


10.


Exceptional items

2023
2022
£
£


Investment impairment
10,535,291
-

10,535,291
-

Page 17
 

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

11.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2022
40,935,291



At 31 January 2023

40,935,291



Impairment


Charge for the period
10,535,291



At 31 January 2023

10,535,291



Net book value



At 31 January 2023
30,400,000



At 31 January 2022
40,935,291


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Axis Well Technology Limited
65 Sussex Street
Glasgow
G41 1DX
Ordinary
100%

Page 18
 

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

12.


Debtors

2023
2022
£
£

  

Other debtors
  
68,587
18,904

Deferred taxation
  
593,422
592,772

  
662,009
611,676



13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
21,483
8,518

21,483
8,518



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
254
451

Amounts owed to group undertakings
15,438,985
15,341,927

Other taxation and social security
32,932
31,896

Other creditors
151,699
151,699

Accruals and deferred income
57,959
62,300

15,681,829
15,588,273



15.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Loan notes
  
13,845,349
13,845,349

Other creditors
  
14,025,069
12,174,453

Accruals and deferred income
  
14,118,383
12,346,234

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

  
54,913,801
51,291,036


Disclosure of the terms and conditions attached to the non-equity shares is made in note 18.

Page 19
 

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

16.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£


Amounts falling due 1-2 years

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


13,845,349
13,845,349



13,845,349
13,845,349


The loan notes will be repaid at 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 interest is not paid when due, a relevant interest rate shall apply as per Articles of Association and is charged on the outstanding principal amounts of the loan notes. The accrued interest will be repaid when the loan notes are repaid.


17.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
21,483
8,518

Financial assets that are debt instruments measured at amortised cost
68,587
18,904

90,070
27,422




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 other debtors

Page 20
 

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

18.


Deferred taxation




2023


£






At beginning of year
592,772


Charged to profit or loss
650



At end of year
593,422

The deferred tax asset is made up as follows:

2023
2022
£
£


Tax losses carried forward
93,422
92,772

Short term timing differences
500,000
500,000

593,422
592,772

Page 21
 

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

19.


Share capital

2023
2022
£
£
Shares classified as equity

Allotted, called up and fully paid



952,500 (2022 - 952,500) Ordinary shares of £1.00 each
952,500
952,500

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


The preference shares have no voting rights. The preference shares have a fixed dividend of 8% per annum. The shares are redeemable on the earlier of (i) a sale or listing of 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.
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 priority. Firstly in paying all unpaid arrears and accruals of the preference share dividends together with the issue price of the preference shares. Thereafter, any balance of assets shall be distributed in proportion to the ordinary shareholders in proportion to the amount of shares held.


20.


Pension commitments

The Company contributes to a defined contribution group pension scheme. There are no unpaid contributions outstanding at the year end (2022 - £NIL).

Page 22
 

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

21.


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 been group entities, copies of which are publicly available. 
The Company entered into the following transactions with other related parties:
ole327a.png


22.


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

Page 23
 

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

23.


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 Management 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 24