Quercia Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—9

1. General Information

Quercia Limited is a private company, limited by shares, incorporated in England & Wales, registered number 01108984 . The registered office is C/O Everwaste Solutions Ltd, Castle Mound Way, Rugby, CV23 0UY.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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 modified to include the revaluation of freehold properties. The principal accounting policies adopted are set out below.

2.2. Going Concern Disclosure

The directors note the general risk factors and uncertainties of the current economic environment, but notwithstanding those factors neither the company nor the group are considered to face a threat to their ability to continue in operational existence for the period of at least 12 months from the date of signing this report. Accordingly, the financial statements have been prepared on a going concern basis.

2.3. Significant judgements and estimations

In application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carry amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based historical experience and other factors that are considered relevant. Actual results may differ from the estimates.

The estimates and underlying assumptions are reviewed on a going basis. Revision 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 effects both current and future periods.

2.4. Turnover

Turnover is recognised at fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the company (usually on disposal of waste to the landfill), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5. Intangible Fixed Assets and Amortisation - Other Intangible

Future costs of restoration are depreciated by reference to the volume of waste deposited.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	5 -10 years
Plant & Machinery	5 - 13 years
Motor Vehicles	5 years
Fixtures & Fittings	4 years
Landfill Lining	by reference ot volume of waste deposited

The gain or loss rising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is created or charged to profit or loss.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Page 3

Page 4

Quercia Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.7. Investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.8. Stocks and Work in Progress

Stocks are stated at cost. Stocks are not held for distribution and comprises consumables.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

2.9. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.10. Financial Instruments

The company has elected to apply the provisions of section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitues a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies, are initially recognised at transaction price unless the arrangement consitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if the payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Page 4

Page 5

Quercia Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.11. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.12. Provisions and Contingencies

Provisions

Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

Restoration and aftercare provisions

Restoration

Full provision is made for the net present value (NPV) of the Company's minimum unavoidable costs in respect of the restoration liabilities at the landfill site which have been capitalised in tangible fixed assets. The group continues to provide for all after care costs over the life of the landfill site based on the volume of waste deposited in the year.

Aftercare

Provision for the care and monitoring of the site post closure is made on the Director's best estimate of future aftercare requirements for the site as a whole for a period of 60 years following the estimated final closure of the landfill as required by the Landfill Directive.

The long term provisions for restoration and aftercare costs are calculated on the NPV of estimated future costs. Current cost estimates are inflated at 3% and discounted at 5% to calculate the NPV. The effect of the unwinding of the discount element is reflected as a finance cost.

The site capacity was increased and aftercare costs reassessed which has meant a higher charge in this year.

Environmental provision

The environmental provision represents the best estimate of future costs in relation to the Environment Agency's ongoing landfill investigation.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Contingencies

...CONTINUED

Page 5

Page 6

Quercia Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.12. Provisions and Contingencies - continued

Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

2.13. Employee Benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock of fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2.14. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 12 (2023: 12)

4. Intangible Assets

	Future costs of restoration
	£
Cost
As at 1 January 2024	857,184

As at 31 December 2024	857,184

Amortisation
As at 1 January 2024	758,961
Provided during the period	7,541

As at 31 December 2024	766,502

Net Book Value
As at 31 December 2024	90,682

As at 1 January 2024	98,223

5. Tangible Assets

	Land & Property
	Freehold	Assets under Construction	Plant & Machinery	Motor Vehicles
	£	£	£	£
Cost
As at 1 January 2024	4,074,996	139,192	7,581,048	20,491
Additions	-	-	129,495	8,650

As at 31 December 2024	4,074,996	139,192	7,710,543	29,141

...CONTINUED

Page 6

Page 7

Quercia Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Depreciation
As at 1 January 2024	3,748,518	139,192	6,489,480	20,126
Provided during the period	34,095	-	614,928	312

As at 31 December 2024	3,782,613	139,192	7,104,408	20,438

Net Book Value
As at 31 December 2024	292,383	-	606,135	8,703

As at 1 January 2024	326,478	-	1,091,568	365


	Fixtures & Fittings	Landfill Lining	Total
	£	£	£
Cost
As at 1 January 2024	159,268	3,150,910	15,125,905
Additions	12,938	72,633	223,716

As at 31 December 2024	172,206	3,223,543	15,349,621

Depreciation
As at 1 January 2024	153,710	1,338,254	11,889,280
Provided during the period	2,563	142,007	793,905

As at 31 December 2024	156,273	1,480,261	12,683,185

Net Book Value
As at 31 December 2024	15,933	1,743,282	2,666,436

As at 1 January 2024	5,558	1,812,656	3,236,625

The freehold land and buildings compromising the landfill site were valued at £4,041,595 by the directors on 31 October 1998 on an open market value basis.

6. Investments

	Subsidiaries
	£
Cost
As at 1 January 2024	2

As at 31 December 2024	2

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	2

As at 1 January 2024	2

Subsidiaries

Details of the company's subsidiaries as at 31 December 2024 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Calyton Hall Sand Company Limited	5 Mitchell Court, Castle Mound Way, Rugby, Warwickshire, CV23 0UY	Ordinary	100.00%	-

Page 7

Page 8

Quercia Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Stocks

	2024	2023 as restated
	£	£
Stock	115,834	109,935

8. Debtors

	2024	2023 as restated
	£	£
Due within one year
Trade debtors	49,034	422,409
Amounts owed by group undertakings	6,490,583	1,859,757
Amounts owed by participating interests	30,620	-
Other debtors	2,097,061	1,048,114

	8,667,298	3,330,280
Due after more than one year
Other debtors	2,761,345	2,703,372

	11,428,643	6,033,652

Amounts owed by group undertakings are interest-free and repayable on demand.

9. Creditors: Amounts Falling Due Within One Year

	2024	2023 as restated
	£	£
Trade creditors	1,335,446	279,519
Amounts owed to group undertakings	4,169,718	5,601,201
Other creditors	5,026,877	145,219
Taxation and social security	784,569	788,011

	11,316,610	6,813,950

Amounts owed to group undertakings are interest-free and repaybale on demand.

10. Provisions for Liabilities


	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 January 2024	(1,724,775 )	2,415,742	690,967
Additions	(57,973 )	872,270	814,297
Utilised	-	(318,270 )	(318,270)
Reversals	-	50,416	50,416

Balance at 31 December 2024	(1,782,748 )	3,020,158	1,237,410

Restoration costs

The provision for restoration costs represents an estimate of the future costs to restore the landfill site to its original condition. During the year there has been a change in the assumption of the future capping costs by management. As the site comes closer to closure, management has a more accurate view if the costs to complete the capping of landfill which is how the change in assumption has occureed.

After care costs

...CONTINUED

Page 8

Page 9

Quercia Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

10. Provisions for Liabilities - continued

Provision for the care and monitoring of the site post closure is made on the Director's best estimate of future aftercare requirements for the site for a period of 60 years following the estimated final closure of the landfill as required by the Landfill Directive.

Environmental provision

The environmental provision represents the best estimate of future costs in relation to the Environment Agency's ongoing landfill investigation.

11. Share Capital

	2024	2023 as restated
	£	£
Allotted, Called up and fully paid	5,000,100	5,000,100

12. Post Balance Sheet Events

On the 12 February 2025 the entire share capital of Fenix Bridge Investments Limited, the parent company, was purchased by Fenix Bridge Holdings Limited. The ulitmate controlling party remains I Fenny.

13. Related Party Disclosures

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

Davidson Property and Developments Limited

Under common control

During the year the company lent Davidson Propery and Development £40,000, this was still outstanding at the year end. The company also purchased goods and services from Davidosn Property and Development Limited at the year end the company owed £9,380.

14. Controlling Parties

The company's immediate parent undertaking is NWM Holdings Limited .

The ultimate parent undertaking is Fenix Bridge Investments Limited (incorporated in England & Wales). Its registered office is Henge Barn Pury Hill Business Park, Alderton Road, Towcester, Northamptonshire, England, NN12 7LS .

Copies of the group accounts may be obtained from the company's registered office.

The company's ultimate controlling party is I Fenny by virtue of their interest in the share capital of the company.

15. FRC's Ethical Standard - Provision Available for Small Entities

In common with other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

16. Audit Information

The auditor's report on the accounts of Quercia Limited for the year ended 31 December 2024 was unqualified.

The auditor's report was signed by K R Witchell (Senior Statutory Auditor) for and on behalf of KRW Accountants Ltd , Statutory Auditor.

KRW Accountants Ltd

Henge Barn Pury Hill Business Park

Alderton Road

Towcester

Northamptonshire

NN12 7LS

Page 9

		2024		2023 as restated
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		90,682		98,223
Tangible Assets	5		2,666,436		3,236,625
Investments	6		2		2

			2,757,120		3,334,850
CURRENT ASSETS
Stocks	7	115,834		109,935
Debtors	8	11,428,643		6,033,652
Cash at bank and in hand		284,116		498,030

		11,828,593		6,641,617
Creditors: Amounts Falling Due Within One Year	9	(11,316,610 )		(6,813,950 )

NET CURRENT ASSETS (LIABILITIES)			511,983		(172,333 )

TOTAL ASSETS LESS CURRENT LIABILITIES			3,269,103		3,162,517

PROVISIONS FOR LIABILITIES
Provisions For Charges	10		(3,020,158 )		(2,415,742 )

NET ASSETS			248,945		746,775

CAPITAL AND RESERVES
Called up share capital	11		5,000,100		5,000,100
Revaluation reserve			226,838		226,838
Capital redemption reserve			9,808,472		9,808,472
Profit and Loss Account			(14,786,465 )		(14,288,635 )

SHAREHOLDERS' FUNDS			248,945		746,775