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Registered number: 02617474


 

BIWATER OVERSEAS LIMITED
 
ANNUAL REPORT
 
FOR THE PERIOD ENDED 29 SEPTEMBER 2023

 
BIWATER OVERSEAS LIMITED
REGISTERED NUMBER: 02617474

BALANCE SHEET
AS AT 29 SEPTEMBER 2023

29 September 2023
30 September 2022
Note
£
£

Fixed assets
  

Investments

 5 

-
22,241,000

  

Creditors: amounts falling due within one year
 6 
-
(23,801,016)

Net current assets/(liabilities)
  
 
 
-
 
 
(23,801,016)

  

Net assets/(liabilities)
  
-
(1,560,016)


Capital and reserves
  

Called up share capital 
 7 
740
740

Share premium account
 8 
9,260
9,260

Profit and loss account
 8 
(10,000)
(1,570,016)

Shareholders' deficit
  
-
(1,560,016)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the statement of comprehensive income in accordance with 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: 




A E White
Director

Date: 15 April 2025

The notes on pages 3 to 8 form part of these financial statements.

Page 1

 
BIWATER OVERSEAS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 29 SEPTEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 October 2021
740
9,260
(1,260,416)
(1,250,416)



Loss for the year
-
-
(309,600)
(309,600)



At 30 September 2022
740
9,260
(1,570,016)
(1,560,016)



Profit for the period
-
-
1,560,016
1,560,016


At 29 September 2023
740
9,260
(10,000)
-


Page 2

 
BIWATER OVERSEAS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 SEPTEMBER 2023

1.


General information

Biwater Overseas Limited is a company incorporated in England under The Companies Act 2006. The address of the registered office is given on the Company information page and the nature of the Company's operations and its principal activities are set out in the Directors' Report.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 (see note 3).

The following principal accounting policies have been applied:

  
2.2

Disclosure exemptions adopted

In preparing these financial statements the company has taken advantage of disclosure exemptions available under FRS 102 Section 1A. Therefore these financial statements do not include:

a statement of cash flows;   
the disclosure of the remuneration of key management personnel; and   
disclosure of related party transactions with other wholly owned members of the group headed by Biwater Holdings Limited.

 
2.3

Going concern

In determining the appropriate basis of preparing these financial statements, the directors are required to consider whether the company can continue in operational existence for the foreseeable future being a period of at least 12 months from the date of approval of these financial statements.
The company is a member of the group headed by Biwater Holdings Limited ("the Group") and is reliant on the group for financial support. Biwater Holdings Limited has provided a letter to the Company confirming this support for the going concern period.
The directors have prepared forecasts for the group, which included the Company, for a period greater than 12 months from the date of approval of the financial statements, and subject to the other matters noted below, are confident that the Group and therefore the Company will be able to continue in operation and meet its liabilities as they fall due for at least the next 12 months following approval of these financial statements. As such the financial statements have been prepared on a going concern basis.

Page 3

 
BIWATER OVERSEAS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 SEPTEMBER 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.

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 the Profit and Loss Account except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Finance costs

Finance costs are charged to the Profit and Loss Account 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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.7

Impairment of fixed assets and investments

Non-current assets 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 is tested for impairment. An impairment loss is recognised for the amount by which the assets's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. 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.

 
2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are
Page 4

 
BIWATER OVERSEAS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 SEPTEMBER 2023

2.Accounting policies (continued)


2.8
Financial instruments (continued)

initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include intercompany payables are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets
Page 5

 
BIWATER OVERSEAS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 SEPTEMBER 2023

2.Accounting policies (continued)


2.8
Financial instruments (continued)


Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amount of the assets and liabilities within the next financial year is discussed below.
The most critical estimate and judgement relates to the determination of the carrying value of the Company's investment in its subsidiary, Biwater B.V. The directors consider whether there are any indicators of impairment based on the underlying net assets, profitability and future prospects of the entity and its direct subsidiaries. Where it is concluded there are indicators of impairment, the Company performs impairment tests based on fair value less costs to sell. The fair value less cost to sell calculation is based on a value in use model, which requires the estimation of future cash flows and discount rates.


4.


Employees




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

The average monthly number of employees, including directors, during the period was 0 (2022:0).

Page 6

 
BIWATER OVERSEAS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 SEPTEMBER 2023

5.


Fixed asset investments





Investments in subsidiary company

£



Cost


At 30 September 2022
22,241,000



At 29 September 29 September 2023

22,241,000



Impairment


Charge for the period
22,241,000



At 29 September 29 September 2023

22,241,000



Net book value



At 29 September 29 September 2023
-



At 29 September 30 September 2022
22,241,000

At 29 September 2023 and 30 September 2022, the direct 100% owned subsidiary of the Company was Biwater B.V., which was incorporated and had its principal place of business in the Netherlands.

6.


Creditors: Amounts falling due within one year

29 September 2023
30 September 2022
£
£

Amounts owed to group undertakings
-
23,801,016


Amounts owed to group undertakings are unsecured, repayable on demand and subject to 2% interest.


7.


Share capital

29 September 2023
30 September 2022
£
£
Allotted, called up and fully paid



740 (2022:740) Ordinary shares of £1 each
740
740


Page 7

 
BIWATER OVERSEAS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 SEPTEMBER 2023

8.


Reserves

Share capital
Nominal value of share capital subscribed for.

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares is deducted from share premium.

Profit and loss account

The profit and loss accounts represents accumulated profits and losses for the current period and prior periods less dividends paid.


9.


Related party transactions

Advantage has been taken of the exemption given in FRS 102 Section 1A not to provide details of transactions and balances with other members of the Biwater Holdings Limited group.


10.


Controlling party

The Company is wholly owned by Biwater Holdings Limited, which is registered in England & Wales. Biwater Holdings Limited is the only company that consolidates the results of Biwater Overseas Limited and is the ultimate parent undertaking. Copies of its consolidated accounts can be obtained from the Company Secretary, Biwater Holdings Limited, Biwater House, Station Approach, Dorking, Surrey RH4 1TZ.
The ultimate controlling party of the group is Sir Adrian White.


11.


Auditors' information

The auditors' report on the financial statements for the period ended 29 September 29 September 2023 was unqualified.

The audit report was signed on 15 April 2025 by Andy Jepson FCCA (Senior statutory auditor) on behalf of Cooper Parry Group Limited.

Page 8