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Registered number: 05389525










INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
COMPANY INFORMATION


Directors
H Holman 
P A Would (resigned 7 June 2023)
S G Blackmore (appointed 16 November 2023)




Company secretary
M G Duggan



Registered number
05389525



Registered office
3rd Floor, South Building
200 Aldersgate Street

London

EC1A 4HD




Independent auditors
Ryecroft Glenton
Chartered Accountants & Statutory Auditors

32 Portland Terrace

Newcastle upon Tyne

NE2 1QP





 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 

CONTENTS



Page
Directors' Report
1 - 3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 23

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Principal activity

The Company's principal activities during the year were the operation of social services and community buildings (including library facilities) under a 30 year Private Finance Initiative (PFI) contract term with Shropshire County Council.
The Company has closely monitored the performance of the business during the year together with its technical advisors and the contract has been carried out in line with expectations.
The Company, during the coming year, will continue with the operation of the social services and community buildings in Shropshire County Council.

Results and dividends

The profit for the year, after taxation, amounted to £486k (2022 - £348k.

No dividends were approved and paid in the year (2022 - £604k).

Directors

The directors who served during the year were:

H Holman 
P A Would (resigned 7 June 2023)
S G Blackmore (appointed 16 November 2023)

Directors' responsibilities statement

The directors are responsible for preparing 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 judgements 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 2006They 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.

Page 1

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

The Company has net assets of £430k (2022: £26k) which includes the fair value of the interest rate swap of £454k (2022: £346k) and cash of £2,995k (2022: £2,380k). 
The director has reviewed the future liquidity requirements and have considered the cash flow forecasts of the Company as set out in the operational model, which show that the project will continue to operate profitably and be cash generative, operating well within its means. Based on this review, and the future business prospects of the Company, despite the current economic conditions (which include the impact of Covid-19, Brexit and the Ukraine war) the director believes the Company will be able to meet its liabilities as they fall due and as such do not expect to be significantly affected by these events. Further consideration has been included in the risks section of the Directors’ Report.
The director is also mindful of the relationship with Shropshire County Council and ensure that this is carefully monitored and maintained. There have been no instances during the year, or since, of non-compliance of the Project Agreement, and a good working relationship with the County Council remains. Furthermore, the directors closely monitor the performance of the Facilities Management contractor, ensuring they are able to continue to perform. 
Having regards to the above and after enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Principal risks and uncertainties

The Company is subject to certain risks during the operational phase of the contract; these risks, wherever possible, have been mitigated by passing the risk down to subcontractors or by using interest rate swap instruments.
Liquidity risk
During the operational period the company charges Shropshire County Council a monthly Unitary Charge, which is sufficient to meet its trade creditors and other liabilities.
 
Page 2

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Credit risk
The Company's principal financial assets are it's long-term debtors. The director considers that credit risk is mitigated by the fact that Shropshire County Council is the Company's sole counterparty and debtor. The directors consider Shropshire County Council is a financially secure counterparty. Clauses in the concession agreement ensure that the Company will be sufficently compensated by Shropshire County Council in the event of default or voluntary termination.
Interest rate cash flow risk
The company has in place hedging arrangements to eliminate risk from interest rate movements. In order to ensure stability of cash flows and hence manage interest rate risk, the company has a policy of maintaining all of its bank debt at a fixed rate.
Supplier risk
The main supplier to the SPV is in relation to the Facilities Management contract. The risks associated with this contract, such as the developments associated with the Ukraine war, are mitigated as it is on a fixed term at a fixed cost per annum, only increasing in line with inflation. Additionally the credit and performance risk of the Facilities Management contract supplier is monitored on a regular basis to ensure that the services are delivered on a continuing timely basis to the appropriate standard. Should service issues develop, the SPV would seek to resolve through contractual provisions and ultimately the SPV has the right to terminate the contract by serving notice and consequently putting in place an alternative contract supplier.

Qualifying third party indemnity provisions

The Company did not provide indemnity insurance for the directors during the year (2022: £nil).

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 30 April 2024 and signed on its behalf.
 





H Holman
Director
Page 3

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 

Opinion


We have audited the financial statements of Integrated Care Solutions (Shropshire) Limited (the 'Company') for the year ended 31 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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.


Conclusions relating to going concern


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.


Page 4

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Page 5

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


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 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery and employment legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

Page 6

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias, as set out in Note 3.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors, along with discussing laws and regulations with those who are responsible for compliance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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.


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 2006Our 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.





Andrew Cameron (Senior Statutory Auditor)
  
for and on behalf of
Ryecroft Glenton
 
Chartered Accountants
Statutory Auditors
  
32 Portland Terrace
Newcastle upon Tyne
NE2 1QP

30 April 2024
Page 7

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Turnover
 4 
2,804
2,430

Cost of sales
  
(2,067)
(1,728)

Gross profit
  
737
702

Administrative expenses
  
(316)
(241)

Operating profit
  
421
461

Interest receivable and similar income
 7 
981
925

Interest payable and similar expenses
 8 
(666)
(657)

Profit before tax
  
736
729

Tax on profit
 9 
(250)
(381)

Profit for the financial year
  
486
348

Other comprehensive income for the year
  

Movement in cash flow hedge
  
(109)
1,890

Taxation in respect of items of other comprehensive income
  
27
(473)

Other comprehensive income for the year
  
(82)
1,417

Total comprehensive income for the year
  
404
1,765

The notes on pages 11 to 23 form part of these financial statements.
Page 8

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
REGISTERED NUMBER: 05389525

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Current assets
  

Debtors
 11 
10,081
10,199

Cash at bank and in hand
 12 
2,995
2,380

  
13,076
12,579

Creditors: amounts falling due within one year
 13 
(3,334)
(2,793)

Net current assets
  
 
 
9,742
 
 
9,786

Total assets less current liabilities
  
9,742
9,786

Creditors: amounts falling due after more than one year
 14 
(9,312)
(9,760)

  

Net assets
  
430
26


Capital and reserves
  

Called up share capital 
 18 
50
50

Other reserves
 19 
(342)
(260)

Profit and loss account
 19 
722
236

  
430
26


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2024.




H Holman
Director

The notes on pages 11 to 23 form part of these financial statements.
Page 9

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2022
50
(1,677)
492
(1,135)



Profit for the year
-
-
348
348

Hedge effective portion of change in fair value of designated hedging
-
1,890
-
1,890

Taxation in respect of items of other comprehensive income
-
(473)
-
(473)

Dividends: Equity capital
-
-
(604)
(604)



At 1 January 2023
50
(260)
236
26



Profit for the year
-
-
486
486

Hedge effective portion of change in fair value of designated hedging
-
(109)
-
(109)

Taxation in respect of items of other comprehensive income
-
27
-
27


At 31 December 2023
50
(342)
722
430


The notes on pages 11 to 23 form part of these financial statements.

Page 10

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Integrated Care Solutions (Shropshire) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, South Building, 200 Aldersgate Street, London, EC1A 4HD.
The Company's registered number is 05389525. The principal activities of the Company are set out in the Director's Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 judgement in applying the Company's accounting policies (see note 3).

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 £'000.

The following principal accounting policies have been applied:

  
2.2

Going concern

The Company has net assets of £430k (2022: £26k) which includes the fair value of the interest rate swap of £454k (2022: £346k) and cash of £2,995k (2022: £2,380k). 
The director has reviewed the future liquidity requirements and have considered the cash flow forecasts of the Company as set out in the operational model, which show that the project will continue to operate profitably and be cash generative, operating well within its means. Based on this review, and the future business prospects of the Company, despite the current economic conditions (which include the impact of Covid-19, Brexit and the Ukraine war) the director believes the Company will be able to meet its liabilities as they fall due and as such do not expect to be significantly affected by these events. Further consideration has been included in the risks section of the Directors’ Report.
The director is also mindful of the relationship with Shropshire County Council and ensure that this is carefully monitored and maintained. There have been no instances during the year, or since, of non-compliance of the Project Agreement, and a good working relationship with the County Council remains. Furthermore, the directors closely monitor the performance of the Facilities Management contractor, ensuring they are able to continue to perform. 
Having regards to the above and after enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Page 11

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.3

Revenue

The Company is an operator of a PFI contract. The underlying asset is not deemed to be an asset of the Company under FRS 102, because the risks and rewards of ownership as set out in that standard are deemed to lie principally with the authority.
During the construction phase of the project, all attributable expenditure was included in amounts recoverable on contracts and turnover. Upon becoming operational, the costs were transferred to the finance debtor. During the operational phase, income is allocated between interest receivable and the finance debtor using a project specific interest rate. The remainder of the PFI unitary charge income is included within turnover in accordance with FRS 102. The Company recognised income in respect of the services provided as it fulfils it's contractual obligations in respect of those services and in line with the fair value of the consideration receivable in respect of those services.
Major maintenance costs are recognised on a contractual basis and the revenue in respect of these services is recognised when these services are performed.

 
2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 12

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 13

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of it's financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the company becomes party to the contractual provisions of the instrument.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

  
2.12

Hedge accounting

The Company has entered into a variable to fixed rate interest swap to manage its exposure to interest rate cash flow risk on its variable rate debt. This derivative is measured at fair value at each reporting date. To the extent the hedge is effective; movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in the profit or loss for the period. 

Page 14

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are as follows:
a. Key sources of estimation uncertainty 
Financial asset interest rate - The financial asset interest income is based on the WACC of the project and is applied to the carrying value of the financial asset on a quarterly basis. The interest rate used throughout the project life is 7.50%. 
Service margin - After the property is constructed, the Company provides property management services. The remuneration for these services is recognised at cost plus an estimated mark up for profit on property management services.  
Fair value of derivative instruments - The Directors use their judgement in selecting a suitable valuation technique for derivative financial instruments. All derivative financial instruments are valued at the mark to market valuation provided by the derivative counterparty. In these cases, the Company uses valuation techniques to assess the reasonableness of the valuation provided by the derivative counterparty. These techniques use a discounted cash flow analysis based on market observable inputs derived from similar instruments in similar and active markets. The fair value of derivative financial instruments at the balance sheet date was a liability of £454,000 (2022: £346,000). The Directors do not consider the impact of own credit risk to be material. 
b. Critical judgements 
Concession arrangements - The concession arrangements undertaken by the company are considered to fall within the scope of section 34 of FRS 102 "Service Concession Arrangements", as described in the turnover accounting policy note. This judgement has been based on a consideration of the nature and terms of the agreements.


4.


Turnover

All turnover arose within the United Kingdom.


5.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).

Page 15

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Directors' remuneration

The directors, who are key management personnel, did not receive any remuneration directly from the Company for their services during the current or prior year. Their services are subcontracted from related party entities as follows:


2023
2022
£000
£000

Fees for directors' services
93
88

93
88



7.


Interest receivable

2023
2022
£000
£000


Financial asset interest received
981
925

981
925


8.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
500
504

Other loan interest payable
145
145

Bank fees payable
21
8

666
657


9.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
162
139

Adjustments in respect of previous periods
88
242

250
381


Total current tax
250
381
Page 16

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Profit on ordinary activities before tax
736
729


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
184
140

Effects of:


Adjustments to tax charge in respect of prior periods
88
241

Marginal relief
(22)
-

Total tax charge for the year
250
381
Page 17

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Dividends

2023
2022
£000
£000


Dividends paid
-
604

-
604

Dividends per share is £nil (2022 - £12.07).


11.


Debtors

2023
2022
£000
£000

Due after more than one year

Finance debtor
8,826
9,218

Deferred tax asset (Note 17)
113
86

8,939
9,304

Due within one year

Prepayments and accrued income
536
331

Finance debtor
606
564

10,081
10,199



12.


Cash and cash equivalents

2023
2022
£000
£000

Cash at bank and in hand
2,995
2,380

2,995
2,380


Page 18

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Bank loans (Note 15)
559
545

Trade creditors
227
74

Corporation tax
39
15

Other taxation and social security
80
108

Other creditors
4
4

Accruals and deferred income
2,425
2,047

3,334
2,793



14.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Bank loans (Note 15)
7,537
8,095

Other loans (Note 15)
1,321
1,319

Financial instruments (Note 16)
454
346

9,312
9,760


Page 19

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£000
£000

Amounts falling due within one year

Bank loans
559
545


559
545

Amounts falling due 1-2 years

Bank loans
579
559


579
559

Amounts falling due 2-5 years

Bank loans
1,932
1,825


1,932
1,825

Amounts falling due after more than 5 years

Bank loans
5,025
5,711

Other loans
1,321
1,319

6,346
7,030

9,416
9,959


Bank borrowings relate to a Senior Debt Facility from NIBC Bank NV.
 
The tenure of the Term Loan from NIBC Bank NV is 30 years and is repayable in 60 semi-annual instalments commencing 30 September 2006 and ending 30 September 2033.  
Interest charged on amounts drawn under the loan facility is based on the floating SONIA rate. The company has entered into an interest rate swap agreement whereby it pays a fixed rate of 4.805% and a floating SONIA rate set on the notional amount of the swap. The swap expires on 30 September 2033. 
All amounts drawn under the facility are secured by a fixed charge over all leasehold interests, book debts, project accounts and intellectual property of the company and by a floating charge over the company’s undertakings and assets.
The Company entered into a subordinated loan note agreement with Integrated Care Solutions (Shropshire) Holdings Limited on the same date. Interest is payable on the loan notes at a rate of 11% per annum. The full balance is repayable at the end of the project on 31 March 2036.

Page 20

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Financial instruments

2023
2022
£000
£000

Financial assets


Financial assets measured at amortised cost
12,963
12,493


Financial liabilities


Derivative financial instruments designated as hedges of variable interest rate risk
454
346

Financial liabilities measured at amortised costs
12,105
12,084

12,559
12,430


Financial assets measured at amortised cost comprise finance assets, cash at bank, current asset investments, trade debtors, other debtors and prepayments.
Financial liabilities measured at amortised cost comprise bank loans, other loans, trade creditors, other
creditors, and accruals.


Derivative financial instruments designated as hedges of variable interest rate risk comprise interest rate swaps.
The fair values of the interest rate swaps have been determined by reference to prices available from the markets on which the instruments involved are traded.


Financial derivatives
The company has entered into interest rate swap contracts to hedge its exposure to fluctuations in interest rates. The effect of the interest rate swap is that the company pays a fixed rate of interest on its bank loans. Receipts and payments on interest rate instruments are recognised on an accruals basis, over the life of the instrument.
The notional principal amount of the interest rate swap as at 31 December 2023 is £8,008k (2022: £8,582k). The interest rate swap matures on 30 September 2033. The fair value of the interest rate swap as at 31 December 2023 gives rise to a liability of £454k (2022: £346k). 
Page 21

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Deferred taxation




2023


£000






At beginning of year
86


Charged to profit or loss
27



At end of year
113

The deferred tax asset is made up as follows:

2023
2022
£000
£000


Cash flow hedge
113
86

113
86


18.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



50,000 (2022 - 50,000) Ordinary shares of £1.00 each
50
50



19.


Reserves

Other reserves

Other reserves represents the hedging reserve which comprises the effective portion of the cumulative net change in the fair value of the cash flow hedging instruments related to hedged transactions that have not yet occurred, net of any deferred tax provided on this.

Profit and loss account

The profit and loss account comprises the cumulative distributable profits of the Company less any dividends paid to the parent company.

Page 22

 
INTEGRATED CARE SOLUTIONS (SHROPSHIRE) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Related party transactions

As a wholly owned subsidiary of Integrated Care Solutions (Shropshire) Holdings Limited, the Company has taken the exemption to disclose related party transactions with 100% group companies.
During the year the company paid £79k (2022 - £35k) to Equitix Management Services Limited for asset management services provided during the year. At the reporting date £7k (2022 - £6k) of the management services fees remained outstanding within trade creditors.
Payments for directors' services are disclosed at Note 6.


21.


Controlling party

The Company is a wholly owned subsidiary of Integrated Care Solutions (Shropshire) Holdings Limited, a company that is incorporated in England and Wales.
Equitix Healthcare Limited is the parent company of Integrated Care Solutions (Shropshire) Holdings Limited.
The directors consider Equitix Fund 1 LP to be the ultimate controlling entity.

Page 23