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Registered number: 08145428
AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024 |
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BIRMINGHAM BIO POWER LIMITED
COMPANY INFORMATION
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BIRMINGHAM BIO POWER LIMITED
CONTENTS
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BIRMINGHAM BIO POWER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their Strategic Report for Birmingham Bio Power Limited ("the Company") for the year ended 31 December 2024.
The Company's principal activity during the period under review was the operation of a biomass plant utilising the recovery of waste timber to generate electricity.
The Company's turnover during the year amounted to £10,109,000 (2023 - £10,524,000) with a loss after taxation of £6,134,000 (2023 - £7,994,000). As at 31 December 2024, the Company had net liabilities of £24,603,000 (2023 - £18,470,000). The Directors believe the Company is a going concern and in a position to continue to meet its liabilities as they fall due further details of which are set out in note 2.4.
In the ordinary course of business, the Company is exposed to and manages a variety of risks in relation to its activities. The management of risk (operational, market, interest rate, liquidity and credit) is fundamental to the Company, with the Board of Directors having responsibility for the overall system of internal control and for reviewing its effectiveness.
The specific principal risks and uncertainties facing the Company are broadly grouped as competitive, legislative, technical, revenue, market and financial instrument risk. Financial instrument risk is separately reviewed in the Directors' Report. Competitive risks In the UK, the Company is reliant on certain key suppliers for contracts which are subject to periodic competitive tender. Renewal of these contracts is uncertain and based on financial and performance criteria. The Board continually monitors these arrangements in the continued operation of the business. Legislative risks In the UK, the operation of a wood powered biomass plant needs to comply with regulatory standards. These standards are subject to continuous revision and any new directive may have a material impact on the ability of the Company to operate successfully. In addition, compliance imposes costs and failure to comply with the regulatory standards could materially affect the Company's ability to operate. Technical risks The Company is exposed to the technical challenges inherent in the operation of a wood powered biomass plant which, if not carefully managed, could impact electricity generation. To mitigate this technical risk the Comapny has employed a team of experienced contractors to monitor performance and advise on appropriate levels of essential spares. Revenue market risks The Company is exposed to the unpredictable nature of changing market prices which has a direct impact on the revenue generated from electricity production and hence profitability. These risks are managed by regularly updating revenue forecasts with market prices prepared by reputable consulting companies. The forecasts are also adjusted to reflect the terms of the underlying power purchase agreements.
The key financial performance indicator of the Company is cash flow, which is monitored and managed on a regular basis to ensure that liabilities as a whole can be met as they fall due.
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BIRMINGHAM BIO POWER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors do not consider that there are any other key performance indicators.
This report was approved by the board and signed on its behalf.
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BIRMINGHAM BIO POWER 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.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
The loss for the year, after taxation, amounted to £6,134,000 (2023 - loss £7,994,000).
No dividends were declared or paid in the year (2023 - £NIL).
The Directors who served during the year were:
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BIRMINGHAM BIO POWER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has established a risk and financial management framework to protect the Company from events that hinder the achievement of the Company's performance objectives. The objective is to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk at a business unit level. Steps taken by management to achieve this include reviewing asset performance against forecasts to ensure cash flow generation is in line with expectations; monitoring day to day operations to ensure cash inflows are sufficient to cover expected cash outflows; and reviewing financial information on a monthly basis to ensure appropriate financing is in place and available to be deployed as and when required.
The Company's financial instruments are set out in note 17. The principal risks the Company is exposed to in relation to its financial instruments are set out below. Credit risk Credit risk refers to the risk of a loss arising following a customer failing to meet their contractual obligations. The Company manages credit risk by monitoring outstanding amounts due in the context of agreed credit terms. Liquidity risk Liquidity risk is the risk that the Company will fail to meet its financial obligations in a timely and cost effective manner due to mismatches in the maturity profile of assets and liabilities. Cash flows generated from operations are used to finance these facilities per the contractual provisions in place.
The auditors, Wellden Turnbull Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BIRMINGHAM BIO POWER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRMINGHAM BIO POWER LIMITED
We have audited the financial statements of Birmingham Bio Power Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, 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).
We draw attention to note 2.4 in the financial statements, which sets out the position of the Company with respect to going concern. The Company has encountered performance issues which has impacted its ability to service its senior loan notes in accordance with the loan note instrument. The senior loan note holder has provided a letter of support confirming its intention to support the Company for at least 12 months from the date of this report. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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BIRMINGHAM BIO POWER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRMINGHAM BIO POWER LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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BIRMINGHAM BIO POWER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRMINGHAM BIO POWER LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006, the Renewable Obligation Order 2015 and UK company tax law are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;
∙Assessing the reasonableness of revenue recognised in the period and the requirement of accounting standards;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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BIRMINGHAM BIO POWER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRMINGHAM BIO POWER LIMITED (CONTINUED)
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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Albany House
Claremont Lane
Surrey
KT10 9FQ
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BIRMINGHAM BIO POWER LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BIRMINGHAM BIO POWER LIMITED
REGISTERED NUMBER: 08145428
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 25 form part of these financial statements.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Birmingham Bio Power Limited is a private company, limited by shares and incorporated in England and Wales, registration number
2.Accounting policies
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Gravis Asset Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Since exiting administration, measures have been taken to improve performance however there is still uncertainty over the level of future cashflows expected to be generated by the plant. The operational performance of the Company has continued to be less than expected such that the cashflows generated are not sufficient to fund repayment of the senior loan notes in accordance with the loan note instrument. Unpaid interest has been capitalised in the period and the loan is financed on a cash sweep basis. The Company has been in communication with the senior loan note holder who has been supportive of efforts to improve plant performance. The senior loan note holder has provided a letter of support confirming its intention to support the Company and not demand full repayment of the amounts borrowed to the detriment of the Company. This has included providing a further £1m of additional financing in the period. This support gives the Company the financial resources to be able to meet its liabilities as they fall due for the foreseeable future. The Company also has the support of fellow group companies and has received a letter of support from the ultimate parent company of the group, Gravis Asset Holdings Limited. The Directors note that the Company is able to generate sufficient cashflow to finance all working capital requirements. On the basis of the above, the Directors are satisfied that the Company remains a going concern and the financial statements should be prepared on this basis.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The following are the Company's key sources of estimation uncertainty. Valuation of the profit sharing loan note The profit sharing loan note, with a nominal value of £100, entitles the noteholder to 7.5% of all distributions payable. The fair value has been determined by calculating the present value of the liability component of the compound instrument and the residual amount has been allocated to equity. The fair value of the liability as at 31 December 2024 amounted to £Nil (2023 - £Nil). The equity component of £550,000 (2023 - £550,000) has been determined at the date when the Company issued the profit sharing loan note. The valuation of the instrument is based on management's business model which forecasts the future distributions payable to the noteholder and then discounted at an appropriate rate of interest. Decommissioning liabilities A provision has not been recognised in respect of site restoration costs on the basis that the Directors have determined the likelihood of a liability arising is remote based on the assumption that the scrap value of the assets will be sufficient to cover any decommissioning costs. If circumstances change and indicate otherwise, the Company will review the position and recognise either a contingent liability or provision as appropriate.
The whole of the turnover is attributable to the Company's principal activity.
All turnover arose within the United Kingdom.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There were no factors that may affect future tax charges.
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Profit sharing loan note
Profit and loss account
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BIRMINGHAM BIO POWER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's immediate and ultimate parent company is
The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by The registered office address of Gravis Asset Holdings Limited is
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