ACCOUNTS - Final Accounts preparation
ACCOUNTS - Final Accounts preparation
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Registered number: 14257967
AUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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QAIR ENV HOLDING BCR LIMITED
COMPANY INFORMATION
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QAIR ENV HOLDING BCR LIMITED
CONTENTS
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QAIR ENV HOLDING BCR LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31ST DECEMBER 2023
The directors present their strategic report for the year ended 31 December 2023.
The Company’s primary business activity is the strategic investment and management of its subsidiary companies. It does not engage in operational activities directly but provides financial and strategic support to its subsidiaries. The Company’s investment portfolio includes companies involved in renewable energy generation, waste management, and recycling.
During the period under review, the Company has completed the acquisition of an existing environmental recycling and waste management business. This strategic acquisition enhances our presence in the sector. We are committed to integrating the new operation seamlessly into our operations while leveraging synergies to drive operational efficiency and value creation.
Despite the challenges posed by external market conditions, we remain optimistic about the long-term growth prospects of waste management sector including energy from waste, driven by increasing regulatory focus on sustainability and growing awareness of environmental issues. Looking ahead, we are committed to executing our strategic initiatives and optimising our investment portfolio. By leveraging our expertise, resources, and network, we aim to capitalise on emerging opportunities and continue driving growth in the waste management space.
The Company acknowledges the following principal risks and uncertainties:
Market Volatility: Fluctuations in energy prices, regulatory changes, and market dynamics can impact the value of the Company’s investments. Environmental Regulations: Changes in environmental regulations may affect the operations of the renewable energy and recycling subsidiaries. Operational Risks: Risks related to the performance and management of subsidiary companies, including operational disruptions, project delays, health/safety compliance and late payment. Financial Risks: Currency fluctuations, interest rate changes, and credit risks pose financial risks to the Company.
The Company evaluates its financial performance using the following KPIs:
Total Assets: As of 31 December 2023, the Company’s total assets amounted to £52,769,614, comprising investments in subsidiaries, cash, and other financial assets. Equity Shareholders’ Funds: The equity shareholders’ funds stood at £20,437,191. This represents the net worth of the Company after deducting liabilities. Profit and Loss: The Company’s profit before tax for the year ended 31 December 2023 was £437,181. This profit primarily arises from dividends received from subsidiaries.
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QAIR ENV HOLDING BCR LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31ST DECEMBER 2023
Apart from financial KPIs, the Company also monitors the following non-financial KPI:
Environmental Impact: The Company tracks its subsidiaries’ environmental performance, including waste management practices, and renewable energy production.
This report was approved by the board and signed on its behalf.
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QAIR ENV HOLDING BCR LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31ST DECEMBER 2023
The directors present their report and the financial statements for the period from incorporation on 26 July 2022 to 31 December 2023.
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:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 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 profit for the period, after taxation, amounted to £437,181.
The directors who served during the period were:
The Company will continue to monitor and promote the financial performance and position of it's subsidiary investment.
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QAIR ENV HOLDING BCR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31ST DECEMBER 2023
There have been no significant events affecting the Company since the year end.
The auditors, Wellers, 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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QAIR ENV HOLDING BCR LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QAIR ENV HOLDING BCR LIMITED
We have audited the financial statements of Qair Env Holding BCR Limited (the 'Company') for the period ended 31st December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity 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 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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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QAIR ENV HOLDING BCR LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QAIR ENV HOLDING BCR 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 period 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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QAIR ENV HOLDING BCR LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QAIR ENV HOLDING BCR 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, health and safety and employment law. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). 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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QAIR ENV HOLDING BCR LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QAIR ENV HOLDING BCR 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
Accountants &
Statutory Auditors
8 King Edward Street
OX1 4HL
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QAIR ENV HOLDING BCR LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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QAIR ENV HOLDING BCR LIMITED
REGISTERED NUMBER: 14257967
BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 22 form part of these financial statements.
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QAIR ENV HOLDING BCR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
Qair Env Holding BCR Limited (company number: 14257967) is a private company limited by shares and incorporated in England and Wales. It's registered office address is 1 Vincent Square, London, United Kingdom, SW1P 2PN. The principal activity of the Company is that of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
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).
This information is included in the consolidated financial statements of Qair International SAS as at 31 December 2023 and these financial statements may be obtained from 109 rue du Faubourg Saint-Honoré, 75008 Paris, France..
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
2.Accounting policies (continued)
receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgement had a significant effect on the amounts recognised in the financial statements: Impairment of subsidiary investment The Company performs an annual impairment assessment for it's subsidiary investment. This assessment involves evaluating whether there are any indicators of impairment, such as adverse changes in the economic environment, legal or regulatory factors, or operational performance. To determine impairment, the Company estimates the recoverable amount of the subsidiary. The recoverable amount is the higher of the fair value less costs to sell and the value in use. The fair value is determined based on observable market prices and valuation techniques. The value in use is estimated by discounting the expected future cash flows generated by the subsidiary. This involves significant judgment, as it requires forecasting future cash flows, selecting an appropriate discount rate, and considering growth prospects. Estimating future cash flows involves inherent uncertainties. The Company relies on historical performance, industry trends, and management’s expertise. Changes in economic conditions or unexpected events can impact these projections.
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
Bank loans are secured by way of an unlimited multilateral guarantee given by the Company and it's subsidiary, Britaniacrest Recycling Limited (company registration no. 02798579) in favour of HSBC UK Bank PLC. This guarantee includes fixed charges over; all present freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future; and plus a floating charge over all assets and undertakings both present and future.
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
Bank loans are secured by way of an unlimited multilateral guarantee given by the Company and it's subsidiary, Britaniacrest Recycling Limited (company registration no. 02798579) in favour of HSBC UK Bank PLC. This guarantee includes fixed charges over; all present freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future; and plus a floating charge over all assets and undertakings both present and future.
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
The Company issued 20,000,010,000 £0.001 Ordinary shares for consideration of £20,000,010.
Profit and loss account
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QAIR ENV HOLDING BCR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST DECEMBER 2023
The Company's immediate controlling party is Qair Env Holding UK Ltd, an entity incorporated in England and Wales.
The ultimate controlling party is Qair International SAS, an entity incorporated in France. The registered office address of Qair International SAS is 109 rue du Faubourg Saint-Honoré, 75008 Paris, France.
The Company is exempt from the obligation to prepare and deliver consolidated group accounts by virtue of section 401 of the Companies Act 2006.
The results of the Company and its subsidiary are included in the consolidated accounts of it's ultimate controlling party, Qair International SAS.
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