Waste To Energy Company (Keszczow) Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 06839109 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 5 APRIL 2025

FOR

WASTE TO ENERGY COMPANY (KESZCZOW)

LIMITED

Page

Company Information

1

Report of the Independent Auditors

2

Profit and loss account

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTOR:

M J Chicken

REGISTERED OFFICE:

4 Newburgh Street

London

W1F 7RF

REGISTERED NUMBER:

06839109 (England and Wales)

AUDITORS:

Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB

Although the company is only required to file a Balance Sheet, the Companies Act 2006 requires the accompanying Report of the Auditors to be a copy of our report to the members on the company's full Financial Statements and Report of the Director. Readers are cautioned that the Profit and loss account and certain other primary statements and the Report of the Director, referred to in the copy of our Report of the Auditors, are not required to be filed with the Registrar of Companies.

Opinion

We have audited the financial statements of Waste To Energy Company (Keszczow) Limited (the 'company') for the year ended 5 April 2025 which comprise the Profit and loss account, Balance Sheet, Statement of Changes in Equity 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 5 April 2025 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 qualified 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 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 financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director and the Statement of Director's Responsibilities, but does not include the financial statements and our Report of the Auditors 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 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.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page nil, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

- Companies Act 2006;

- UK Tax Legislation;

- Financial Reporting Standard 102; and

- General Data Protection Regulations.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

and

- Challenging assumptions and judgements made by management in the application of accounting estimates.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

- The application of inappropriate judgements or estimation to manipulate the Company's financial position;

- Posting of unusual journals and complex transactions; or

- The use of management override of controls to manipulate results, or to cause the Company to enter into

transactions not in its best interests.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Sarah Hallam FCCA (Senior Statutory Auditor)

For and behalf of Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB

16 October 2025

TURNOVER

-

Administrative expenses

(191,672

)

(191,469

)

(191,672

)

(191,469

)

Gain/loss on revaluation of assets

-

97,000

(191,672

)

(94,469

)

Interest receivable and similar income

5

79,291

LOSS BEFORE TAXATION

(112,381

)

(15,178

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL YEAR

(112,381

)

(15,178

)

FIXED ASSETS

Investments

7

199,997

CURRENT ASSETS

Debtors

8

58,800

CREDITORS

Amounts falling due within one year

9

(15,452,077

)

(15,339,696

)

NET CURRENT LIABILITIES

(15,393,277

)

(15,280,896

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(15,193,280

)

(15,080,899

)

CAPITAL AND RESERVES

Called up share capital

10

2

Retained earnings

(15,193,282

)

(15,080,901

)

SHAREHOLDERS' FUNDS

(15,193,280

)

(15,080,899

)

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

The financial statements were approved by the director and authorised for issue on 16 October 2025 and were signed by:

M J Chicken - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 6 April 2023

2

(15,065,723

)

(15,065,721

)

Changes in equity

Total comprehensive income

-

(15,178

)

(15,178

)

Balance at 5 April 2024

2

(15,080,901

)

(15,080,899

)

Changes in equity

Total comprehensive income

-

(112,381

)

(112,381

)

Balance at 5 April 2025

2

(15,193,282

)

(15,193,280

)

1.	STATUTORY INFORMATION

Waste To Energy Company (Keszczow) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Waste To Energy Company (Keszczow) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The principal judgement and source of estimation uncertainty relates to the valuation of fixed asset investments, which are held at cost less impairment. In assessing whether impairment is required or whether any previously recognised impairment should be reversed, the directors consider the valuation of the underlying assets and the expected future cash flows of the investee entities. Given that the investments are significantly impaired, the directors have reviewed the latest developments and activities of the investee companies to determine the recoverable amount including an independent valuation of the land held.

Judgement is also applied in assessing the recoverability of amounts due from the investee company that is included within other debtors. This assessment is based on the financial position of the investee and the anticipated timing and value of future realisations from their assets.

Financial instruments

Basic financial assets and basic financial liabilities as defined under section 11 of FRS 102, including trade and other debtors, trade and other creditors, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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.

Fixed asset investments

Investments in shares held as fixed assets are stated at cost less provision for impairment.

Investments in loan notes are stated at the lower of cost plus accrued interest and their recoverable amount.

Going concern

As of the date of approval of these financial statements the company recorded a loss of £112,381 (2024: £15,178) and total liabilities exceed total assets by £15,193,280 (2024: £15,080,899).

The director of Waste to Energy Company (Keszczow) Limited ("WTE") has assessed the ability of the company to continue as a going concern. In making this assessment the director has reviewed the forecasts which cover the going concern period. The director has received a letter of support from Waste To Energy Partnership 1 confirming that it will not recall the amounts owed to the partnership for the duration of the going concern period and that the partnership will continue to provide the company with the necessary financial support. Based on this analysis and support the director has concluded that the financial statements should be prepared on a going concern basis and that there is no material uncertainty within this assumption.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

5.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

Loan interest receivable

79,291

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 5 April 2025 nor for the year ended 5 April 2024.

7.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 6 April 2024

and 5 April 2025

199,997

NET BOOK VALUE

At 5 April 2025

199,997

At 5 April 2024

199,997

Capitalised costs

Loan notes

Ordinary
shares

Impairment
provision

Total

£

Cost and net book value

At 6 April 2024

4,295,419

7,947,156

236,000

(12,278,578

)

199,997

Loan notes issued

-

Interest accrued

-

Costs capitalised

-

Impairment

-

Costs disposed of

-

At 5 April 2025

4,295,419

7,947,156

236,000

(12,278,578

)

199,997

Capitalised loan notes are repayable after more than one year and bear interest at 4% per annum

The company owns 100% of the ordinary share capital of Portonovo Sp. z.o.o, a property development company incorporated in Poland. Capitalised costs represent costs incurred by the company on behalf of the development being undertaken by Portonovo Sp. z.o.o,

The company owns 56.4% of the ordinary share capital of Eko-Region Kleszczow sp. z.o.o (in liquidation), a property development company incorporated in Poland. Capitalised costs represent costs incurred by the company on behalf of the development being undertaken by Eko-Region Kleszczow sp. z.o.o (in liquidation).

The director has carried out an impairment review at the balance sheet date and considers the carrying value of the investment to be materially comparable to its recoverable amount.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Other debtors

58,800

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

3,780

-

Amounts owed to group undertakings

15,434,807

15,326,206

Accrued expenses

13,490

15,452,077

15,339,696

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

2

Ordinary

£1

2

11.	RELATED PARTY DISCLOSURES

The company is a wholly owned subsidiary of Waste to Energy Partnership 1 and has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 1A not to disclose transactions with Waste to Energy Partnership 1 or other wholly owned subsidiaries within the group.

Included within other creditors due in less than one year is an intercompany balance of £15,434,807 (2024: £15,342,606) This is balance is interest free and repayable on demand.

12.	ULTIMATE PARENT UNDERTAKING

The ultimate parent partnership is Waste to Energy Partnership 1, which is registered in the United Kingdom and which is head of the smallest group of undertakings of which the company is a member.