Year Ended
Registration number:
BSR EPC Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Statement of Income and Retained Earnings |
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Balance Sheet |
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Notes to the Financial Statements |
BSR EPC Limited
Company Information
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Directors |
Ms F Button Mr T Humpage Mr C Murray Mr C A Ramsay Mr C D Bennett |
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Registered office |
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Auditors |
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BSR EPC Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the company is electrical installation.
Fair review of the business
The focus of activities for 2025 and beyond will be as follows:
- EPC activity on solar and energy storage plants in the UK
The Company has invested heavily ahead of building out the group's respective pipelines. The result of this focus on core activities is the recognition of a Loss for the year before tax and interest of £1.2m (2023: loss of £1.1m).
The Company adopts the 'Everyone, Safe, Always' mantra across all areas of the business from those working on site to those working in the office. The focus on health and safety is key in safeguarding the business, our employees, our subcontractors, our customers, and the public.
The Company has invested significant time and resources to ensure that our processes are as robust as they can be. We currently hold accreditations for ISO 9001 Quality Management, ISO 14001 Environmental Management Systems, ISO 45001 Occupational Health and Safety and ISO 50001 Energy Management. We continually strive to improve our processes.
Key performance indicators
Overall the above activities generated revenues of £37.6m (2023 £14.9m). The Company generated an EBITDA of -£1.2m (2023 -£1.1m) in the Period. From a balance sheet perspective, the net liability position of the Company was £3.4m (2023 £2.6m) and the Company has net cash balances of £0.9m (2023 £3.2m) at 31 December 2024. The work undertaken during the period gives the Company a strong foundation for increased levels of activity in 2025 in the UK.
Principal risks and uncertainties
Operating risks
The key operating risk in 2025 is further changes in the UK regulatory regime which impact the solar and energy storage markets.
Financial risks
The main financial risk is the availability of funding and working capital to finance growth.
Price risk
The company is exposed to fluctuations in the market prices of goods and services. The company is proactive in its approach to managing these costs through strong relationships with suppliers and the regular reviewing of costs against budget.
Credit risk
The company takes all necessary precautions before offering or continuing to offer credit terms to any new and existing customers. All new customers must meet the company's stringent criteria prior to credit terms being offered. The company utilise credit reports from reputable credit reference agencies along with industry knowledge and experience to assist in the decision-making process. The credit terms of existing customers are monitored and reviewed on a regular basis with specific consideration given to past trading experience, credit report updates and industry knowledge.
BSR EPC Limited
Strategic Report for the Year Ended 31 December 2024
Foreign exchange risk
The company carries out transactions in foreign currencies and reviews each transaction on a case-by-case basis.
Approved and authorised by the
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BSR EPC Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Financial instruments
Objectives and policies
The Board recognises the need for strong corporate governance particularly in the area of the financial risk management. It meets on a bi-monthly basis to review the financial performance of the business and the forecast performance and cash flows. Access to funding is a key risk and the Board are focused on ensuring that there is sufficient working capital available within the company to operate effectively.
The company's principal financial instruments comprise short term trade and other debtors and creditors, balances with group undertakings including shareholder loans, and cash and bank balances. The main financial risks that arise from day-to-day activities are discussed above in the Strategic report.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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BSR EPC Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
BSR EPC Limited
Independent Auditor's Report to the Members of BSR EPC Limited
Opinion
We have audited the financial statements of BSR EPC Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The 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 December 2024 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 auditor 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 UK, including the FRC’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 director's 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
BSR EPC Limited
Independent Auditor's Report to the Members of BSR EPC Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 5, 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.
Auditor 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 auditor’s 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:
BSR EPC Limited
Independent Auditor's Report to the Members of BSR EPC Limited
Enquiring of management, including obtaining and reviewing supporting documentation, concerning the Company’s policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
• the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
Addressing the risk of management override of internal controls, including testing journal entries processed during the year and evaluating whether there was evidence of bias that represented a risk of material misstatement due to fraud; and
Considering the company’s compliance with laws and regulations that have a direct impact on the financial statements including, but not limited to, UK Company Law and UK Tax Legislation, and we considered the extent to which noncompliance might have a material effect on the company financial statements.
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations (discussed above);
• Enquiring of management concerning actual and potential litigation and claims; and
• In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
BSR EPC Limited
Independent Auditor's Report to the Members of BSR EPC Limited
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.
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Centenary House
Peninsula Park
Rydon Lane
Devon
EX2 7XE
BSR EPC Limited
Statement of Income and Retained Earnings
Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating loss |
( |
( |
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Interest payable and similar charges |
( |
( |
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(338) |
(313) |
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Loss before tax |
( |
( |
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Taxation |
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Loss for the financial year |
( |
( |
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Retained earnings brought forward |
(2,606,841) |
(1,685,339) |
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Retained earnings carried forward |
(3,418,831) |
(2,606,841) |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
BSR EPC Limited
Balance Sheet
31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Deferred tax asset |
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Tangible assets |
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- |
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Amounts owed by group undertakings |
9,614,478 |
- |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
( |
( |
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Shareholders' deficit |
( |
( |
Approved and authorised by the
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Company Registration Number: 11245654
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentation currency is £ sterling.
Summary of disclosure exemptions
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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirement of paragraph 3.17(d);
• the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirement of paragraph 33.7.
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Going concern
The financial statements have been prepared on a going concern basis.
The company has net current liabilities of £13,561,554 (2023: £3,059,931).
In making their going concern assessment, the directors have obtained confirmation that the ultimate parent undertaking and other group companies will continue to provide financial and non financial support to the company for the foreseeable future, being at least 12 months from approval of the financial statements.
The directors have obtained confirmation that the amounts due to group companies, whilst considered repayable on demand, will only be called in when there are sufficient funds to do so and not in detriment to third party creditors.
The directors have also considered the ability of the ultimate parent undertaking and other group companies ability to provide financial and non financial support for the foreseeable future.
As such, the directors believe that the going concern basis to be appropriate.
Significant judgements and estimates
The preparation of the financial statements requires the directors 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 for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.
1) Revenue and profit recognition on long term contracts
Revenue and profit is recognised in relation to the value of work carried outwhich is based on the project as a whole. Judgements are made on the timing of revenue and profit recognition based on the stage of completion percentage of the work (based on milestones), and the expected outcome of the contract.
2) Deferred tax assets
The company has taxable losses of £2,067,566 available to utilise in the future. The directors have exercised judgement in the level of taxable losses that they believe the company will be able to utilise in the future based on financial forecasts for renewable asset projects and the wider group’s activity. A deferred tax asset of £521,891 has been recognised in relation to these losses. A number of projects are expected to cover a significant period of time and as such the deferred tax asset has been treated as a non-current asset in the current year. The directors’ assessment has changed since the comparative period, where deferred tax assets were treated as current assets, due to the timing of significant expected transactions.
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
3) Carrying value of work in progress
Work in progress includes costs associated with the development of renewable assets. The directors assess the development costs based on a gate process, whereby each stage in the development cycle is required to go through a robust viability assessment. Certain development costs are incurred prior to planning permission being obtained on sites and are included within work in progress where the directors believe planning will be obtained, based on historical experience. Further to this certain costs incurred may be partially refundable in the event of a project not being taken forward.
Where planning is not expected to be obtained or the proposed development is not currently viable, the associated costs are provided against.
The total value of work in progress that is still subject to obtaining planning permission is £894,310 (2023: £537,601) but the directors consider this to be recoverable based on historic experience. A provision of £nil (2023: £3,823) has been recognised against work in progress at the balance sheet date, which has been recognised as an expense in the period.
Revenue recognition
Turnover represents revenue generated from long term contracts and through the sale of services. Revenue generated from services is recognised over the period that it relates to.
Contract revenue recognition
Long-term contracts are assessed on a contract by contract basis and are reflected in the Income Statement by recording turnover and related costs as contract activity progresses. Where the outcome of each long-term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the Income Statement as the difference between the reported turnover and related costs for that contract.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation 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 taxable income.
Deferred tax is recognised in reSpect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and machinery |
33% Straight line |
Stocks
Work in progress is valued at the lower of cost and recoverable value. Cost is based on the cost of purchases price of goods and services and other directly attributable costs. Recoverable value is based on estimated selling price less additional costs to completion and disposal.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Balances with group undertakings; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
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Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
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2024 |
2023 |
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Solar park construction contracts |
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BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
The analysis of the company's Turnover for the year by market is as follows:
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2024 |
2023 |
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UK |
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Operating loss |
Arrived at after charging/(crediting)
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2024 |
2023 |
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Depreciation expense |
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- |
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Staff costs |
The average number of persons employed by the company (including directors) during the year, was
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Directors' remuneration |
The Directors of the comapny are remunerated through other group companies, for which there is no specific recharge.
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Interest payable and similar expenses |
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2024 |
2023 |
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Interest expense on other finance liabilities |
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Taxation |
Tax charged/(credited) in the profit and loss account
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2024 |
2023 |
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Current taxation |
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UK corporation tax |
( |
( |
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UK corporation tax adjustment to prior periods |
( |
- |
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(293,731) |
(191,811) |
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Deferred taxation |
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Arising from origination and reversal of timing differences |
( |
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Tax receipt in the income statement |
( |
( |
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2024 |
2023 |
|
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
( |
( |
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(Decrease)/increase in UK and foreign current tax from adjustment for prior periods |
( |
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Effect of expense not deductible in determining taxable profit (tax loss) |
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Tax (decrease)/increase from effect of unrelieved tax losses carried forward |
( |
|
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Total tax credit |
( |
( |
Deferred tax
Deferred tax assets and liabilities
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2024 |
Asset |
Liability |
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Accelerated capital allowances |
- |
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Tax losses carried forwards |
|
- |
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2023 |
Asset |
Liability |
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Tax losses carried forwards |
|
- |
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- |
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
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Tangible assets |
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Plant and machinery |
Total |
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Cost or valuation |
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At 1 January 2024 |
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Additions |
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At 31 December 2024 |
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Depreciation |
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At 1 January 2024 |
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Charge for the year |
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At 31 December 2024 |
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Carrying amount |
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At 31 December 2024 |
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Stocks |
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2024 |
2023 |
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Other inventories |
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Debtors |
|
2024 |
2023 |
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Trade debtors |
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Amounts due from group undertakings |
- |
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Other debtors |
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Prepayments |
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Non-current |
Note |
2024 |
2023 |
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Amounts owed by group undertakings |
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- |
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Deferred tax assets |
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Amounts owed by group undertakings have been reclassified as due > 1 year in the current financial period due to the expected repayment profile. All amounts are repayable on demand, however, the payment profile is not expected to be within 12 months of the balance sheet date.
BSR EPC Limited
Notes to the Financial Statements
Year Ended 31 December 2024
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Cash and cash equivalents |
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2024 |
2023 |
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Cash at bank |
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Creditors |
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2024 |
2023 |
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Due within one year |
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Trade creditors |
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Amounts due to group undertakings |
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Accruals |
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Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
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No. |
£ |
No. |
£ |
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100 |
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100 |
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Related party transactions |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other wholly owned subsidiaries within the group.
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Parent and ultimate parent undertaking |
The immediate parent company is BSR Group Holdings Limited, a company registered in England & Wales. The ultimate parent company is Owl TopCo 1 Limited, a company registered in England & Wales.
The smallest group in which the results of the company are consolidated is that headed by BSR Group Holdings Limited, a company registered in England & Wales. The largest group in which the results of the company is consolidated is that headed by Owl TopCo 1 Limited, a company registered in England & Wales. Copies of the publicly available consolidated financial statements may be obtained from the Registrar of Companies.
The directors do not consider there to be any individual who has ultimate control.