The Directors present their annual report on the affairs of ART Asset Operations Limited (the "Company"), together with the audited financial statements and auditor's report, for the period from 11 April 2023, date of incorporation, to 30 June 2024.
The Directors have taken the exemption from preparing a strategic report.
The results for the period are set out on page 7.
The Company generated a profit of £102,822. Net assets at 30 June 2024 stood at £587,511.
During the period under review, no dividend was paid or proposed.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
On 7 March 2025, the Company received an interim dividend of £27,937,826.07 on behalf of QS Airports UK LP from Heathrow Airport Holdings Limited.
Subsequently, on 21 March 2025, the Company distributed £27,437,826.07 on behalf of QS Airports UK LP to QS Infrastructure Pty Ltd as trustee for QS Global Infrastructure Trust No. 2 and QSuper Investment Holdings Pty Ltd as trustee for the QSuper Global Infrastructure Trust.
Deloitte LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be appointed will be put at a General Meeting.
The Company is and will be wholly reliant, for the period of 12 months from the date of approving these financial statements, on the continued financial support from QS Airports UK, LP, in order to meet its obligations as and when they fall due for the foreseeable future.
Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from QS Airports UK, LP, in order for the company to meet its obligations as and when they fall due until 31 May 2026. The Directors have also considered the financial position of QS Airports UK, LP, and concluded that they have sufficient financial resources with which to provide the support detailed in the letter.
Therefore on the basis of the above, the Directors have approved the financial statements utilising the going concern basis of preparation.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
In our opinion the financial statements of ART Asset Operations Limited (the ‘company’):
give a true and fair view of the state of the company’s affairs as at 30 June 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for 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.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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 considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included Data Protection Act and UK Bribery Act.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management, and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
Opinions 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.
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 any material misstatements in the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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.
We have nothing to report in respect of these matters.
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 2006. Our 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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
There were no components of 'other comprehensive income' which are required to be separately disclosed during the current period.
Revenue and operating profit are all derived from continuing operations.
The notes on pages 10 to 17 form part of these financial statements.
The notes on pages 10 to 17 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The notes on pages 10 to 17 form part of these financial statements.
ART Asset Operations Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, EC2N 2AX, United Kingdom. The company's principal activities and nature of its operations are disclosed in the directors' report.
The Company's financial year starts 1 July and ends 30 June except for this reporting period. The current reporting period is from the date of incorporation i.e. 11 April 2023 until 30 June 2024.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for the goods and services.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment;
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets; and
the requirements of paragraphs 88C and 88D of IAS 12 income taxes (deferred taxes).
The company recognises revenue from the following major source:
Directorship fees
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Company’s statement of financial position) when:
The rights to receive cash flows from the asset have expired; or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass‐through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass‐through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Trade and other receivables
Trade receivables are recorded initially at fair value and thereafter at net realisable value after deducting an allowance for impairment.
Trade receivable balances are written off when the Company determines that it is unlikely that future remittances will be received.
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as trade payables and other current liabilities as appropriate.
All financial liabilities are recognised initially at fair value.
The Company’s financial liabilities include trade payables and other current liabilities.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Trade and other payables
Payables are financial liabilities with fixed or determinable values that are not quoted in an active market. They arise when the Company either receives services from another entity or purchases any security the settlement of which remains outstanding as at the financial position date. Payables are recognised initially at fair value less transaction costs, if any. These are subsequently measured at amortised cost using the effective interest method. Given the nature of payables, however, and the short length of time involved between their origination and settlement, their amortised cost is the same as their fair value at the date of origination.
Share capital
Share capital consists of ordinary shares which are classified as equity when there is no obligation to transfer cash or other assets.
Administrative expenses
Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration expenses such as professional fees, legal fees, management fees, advisory fees and other operating expenses.
Capital management
For the purpose of the Company's capital management, capital includes issued share capital and retained earnings attributable to the Company's shareholder. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for the shareholder.
The shareholder will invest additional monies into the Company in order to ensure that the Company can meet its ongoing financial obligations. These shall be provided at such times as the Company may require for working capital purposes or for meeting any obligation of the Company. The Company is not subject to any external capital requirements.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
It is the view of the directors that there are no critical judgements in applying the Company's accounting policies or key sources of estimation uncertainty.
All revenue generated by the company during the financial period is attributable to transactions within the United Kingdom.
The Company has no employees and services required are contracted from third parties. The directors received no remuneration from the Company in respect of qualifying services rendered during the year under review.
The Directors' remuneration for the current year was borne by other affiliated companies. No recharge was made to the Company for the services of the directors in the current year as it is not possible to make an accurate apportionment of emoluments in respect of services to the Company.
The charge for the period can be reconciled to the profit per the profit and loss account as follows:
The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
Amounts owed by fellow group undertakings are unsecured, interest free and repayable on demand.
On incorporation on 11 April 2023, the company allotted 10 ordinary shares of £1 each. As at 30 June 2024, the total allotted, called-up and fully paid share capital was 10 ordinary shares of £1 each.
The shares have attached to them full voting, dividend and capital distributions rights.
On 7 March 2025, the Company received an interim dividend of £27,937,826.07 on behalf of QS Airports UK LP from Heathrow Airport Holdings Limited.
Subsequently, on 21 March 2025, the Company distributed £27,437,826.07 on behalf of QS Airports UK LP to QS Infrastructure Pty Ltd as trustee for QS Global Infrastructure Trust No. 2 and QSuper Investment Holdings Pty Ltd as trustee for the QSuper Global Infrastructure Trust.
All related party transactions during the year were with the 100% owned group company and as such, are exempt from disclosure under FRS 101: Reduced Disclosure Framework, as they are eliminated on consolidation.