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Registered number: 10851742









BETJEMAN HOLDINGS MIDCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
BETJEMAN HOLDINGS MIDCO LIMITED
 

CONTENTS



Page
Company Information
1
Strategic Report
2 - 5
Directors' Report
6 - 7
Directors' Responsibilities Statement
8
Independent Auditor's Report
9 - 15
Statement of Comprehensive Income
16
Balance Sheet
17
Statement of Changes in Equity
18
Notes to the Financial Statements
19 - 31


 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
S Jones 
K Ludeman 
A Pitt 
A Leness 
M Osborne 
P Robson (resigned 23 February 2024)
O Racine 
J Carter (appointed 25 April 2024)




Chairperson
K Ludeman



Registered number
10851742



Registered office
5th Floor Kings Place
90 York Way

London

N1 9AG




Independent auditors
Deloitte LLP
Statutory Auditor

2 New Street Square

London

United Kingdom

EC4A 3BZ




Company Secretary
C Gould (appointed 19 October 2023)
L Clarke-Bodicoat (resigned 11 May 2023)




Page 1

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The Directors present their Annual Report on the affairs of Betjeman Holdings Midco Limited (the 'Company') together with the audited financial statements for the year ended 31 March 2024.
The Directors, in preparing this strategic report, have complied with section 414C of the Companies Act 2006.

Review of the Business
 
The Company is a wholly owned subsidiary of Betjeman Holdings JvCo Limited, a company incorporated in the United Kingdom.
The Company’s main purpose is to act as an intermediate holding company within the Betjeman Holdings JvCo Limited group (the “Group”) of companies that invests in HS1 Limited, which holds a contract to operate, maintain and renew the high speed rail system, HS1. The Company also exists to administer the Group's debt strategy, and holds the Group's debt with its shareholders, this debt is listed on the International Stock Exchange. 
The Directors do not anticipate any changes to the activities of the Company in the foreseeable future.

Page 2

 
BETJEMAN HOLDINGS MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

A fair review of the business
 
The Company made a profit of £13.8m during the year (2023: profit of £63.4m). The net assets of the Company are £334.7m (2023: £320.9m).
The Company paid no dividends during the year (2023: £nil).
The Directors believe that an understanding of the performance and position of the business is more useful when viewed on a group wide basis. Reference should be made to the key performance indicators included in the Annual Report of Betjeman Holdings JvCo Limited. Details of where these can be obtained are included in note 18 to these financial statements.

Future Developments

The Directors believe that it is most appropriate to refer to the accounts of HS1 Limited to understand future developments. HS1 Limited is the main trading company of the Group, whereas Betjeman Holdings Midco Limited exists to administer the debt raising strategy of the Group, as well as act as an intermediate holding company.

Section 172(1) Statement

The Directors discharge their duties under section 172(1) (a)-(f) of the Companies Act 2006 to act in good faith and to promote the success of the Group for the benefit of shareholders and stakeholders.

Through working collaboratively with Management and listening to feedback from the Group's stakeholders, the Directors believe that the Group is well positioned to use the feedback in delivering its vision. The Group assesses the impact of its activities on its stakeholders, in particular customers, employees, regulators, partners and suppliers and the wider community. 

Relevant matters are reviewed at Board meetings with Management and are assessed against stategic priorities. This collaborative approach helps promote the long-term vision of the Group.

Alongside this system engagement, we also have more structured engagement with a wider range of stateholders as demonstrated below.

How we engage and foster strong relationships with some of our key stakeholders:

img65cc.png


Page 3

 
BETJEMAN HOLDINGS MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


Key performance indicators ("KPIs")

The performance of the Company is included in the consolidated financial statements of Betjeman Hodings JvCO Limited ('Group'). The directors of Betjeman Hodings JvCO Limited ('Group') manage the Group on a divisional basis and use a number of KPI's to monitor progress against the Group's strategy. For this reason, the Company's Directors believe that analysis of KPI's for the Company is not necessary or appropriate for an understanding of the development, performance and position of the business of the Company. A discussion of the Group KPI's is on page 4 of the Group's Annual Report and financial statements for the year ended 31 March 2024, which does not form part of this report and are available at the address detailed in note 18 of these financial statements. 


Principal risks and uncertainties
 
The Company has a risk management process that enables the organisation to systematically identify, assess, manage and monitor business and financial risks.
The principal risks and uncertainties faced are interest rate risk, market rate risk, liquidity risk, credit risk and economic risk. The Board of Directors regularly reviews these risks. More information on the management of risks and uncertainties is provided in the financial statements of the ultimate parent noted above.

Interest rate risk
Interest rate risk is the risk that fluctuations in interest rates could result in volatility in interest payable and receivable. The Company’s exposure to interest rate risk is low because the interest payments relating to the USPP notes are equally matched by the interest income on the loans to Group undertakings.
Currency risk
The Company is exposed to foreign currency exchange rate risk on the US Dollar (“USD”) element of the USPP notes and the USD element of loans to fellow Group undertakings. Foreign currency exchange rate risk is low as the terms on the USD USPP notes are equally matched by the terms on the USD loans to Group undertakings.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s exposure to liquidity risk is low as:
• The Company’s financial obligations relating to the USPP notes are equally matched by the receipts on the loans to the Group undertakings;
• The Group continues to provide financial support to the Company; and
• The Group has adequate resources to meet its financial obligations as they fall due.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet contractual obligations. Credit risk is considered to be low as all loans are to Group undertakings.







Page 4

 
BETJEMAN HOLDINGS MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Approval
 

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



................................................
M Osborne
Director

Date: 20 June 2024

Page 5

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the  financial statements  for the year ended 31 March 2024.

Matters covered by the strategic report

As permitted under s.414C(2) of the Companies Act 2006, certain matters which are required to be disclosed in the Directors’ Report have been omitted as they are included within the Strategic Report. These matters relate to future developments.

Directors

The directors who served during the period were as follows:

S Jones 
K Ludeman 
A Pitt 
A Leness 
M Osborne 
P Robson (resigned 23 February 2024)
O Racine 

Directors indemnities

The Group maintains insurance against Directors and Officers liability as permitted by the Companies Act 2006 for the benefit of the Directors and Officers of the Company. None of the Directors who served during the period had any interest in the shares of the Company or any other Betjeman Holdings JvCo Limited group company.

Political donations

Political donations during the year were £nil (2023: £nil).

Going concern basis

The Directors have considered the use of the going concern basis in the preparation of these financial statements and concluded that this remains appropriate. More information is provided in note 2.2 to these financial statements.

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 auditor is 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 auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Subsequent events

Details of significant events since the balance sheet date are contained in note 19 to these financial statements.

Page 6

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Auditors

The auditorsDeloitte LLP, have completed 10 years at the completion of the 2024 annual report and accounts.The Directors have commenced a tender process in line with audit tender and rotation requirements in the Companies Act in which Deloitte LLP as incumbents have confirmed their willingness to participate.  The outcome of the tender process is scheduled to be concluded in July 2024.

This report was approved by the Board and signed on its behalf.
 





................................................
M Osborne
Director

Date: 20 June 2024

5th Floor Kings Place
90 York Way
London
N1 9AG

Page 7

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

The directors are responsible for preparing the Annual 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 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the  financial statements of the Company 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 and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.



...........................................................

M Osborne

Director

Date: 20 June 2024

5th Floor

Kings Place

90 York Way

London

N1 9AG

Page 8

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 

Independent auditor’s report to the members of Betjeman Holdings Midco

Report on the audit of the financial statements

1. Opinion
In our opinion the financial statements of Betjeman Holdings Midco Limited (the ‘company’):
give a true and fair view of the state of the company’s affairs as at 31 March 2024  and of its profit for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
the statement of comprehensive income;
the balance sheet;
the statement of changes in equity; and
the related notes 1 to 19.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice). 

2. 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 auditor’s responsibilities for the audit of the financial statements section of our report.
 
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed entities, 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.
3. Summary of our audit approach

Key audit matters
The key audit matters that we identified in the current year is the impairment of debtors (calculation of expected credit losses (‘ECL’)).
Within this report, key audit matters are identified as follows:
img3b88.png

Materiality
The materiality that we used in the current year was £4.6 million. This was initially determined based on 1% of total assets but was subsequently capped at £4.6or the purpose of our audit of the parent company.
Scoping
Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
Page 9

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 

Significant changes in our approach
There have been no changes to our audit approach since the issuance of  prior year audit report.

4. 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.

Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included:

obtaining an understanding of relevant controls around the going concern assessment, including management review controls;
assessing the key assumptions made by the directors to capture potential downside risks within their forecasts, including the associated macro-economic assumptions, with a particular focus on the headroom available and the wider Betjeman Holdings Limited group’s cash resources, under severe but plausible stress scenarios;
assessing the group’s lending facilities, their availability and compliance with covenants; and
evaluating the appropriateness of the financial statement disclosures in respect of going concern. 

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.

5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5.1 Impairment of debtors (calculation of ECL) 
Key audit matter description
Debtors from group undertakings are stated in the balance sheet at £710.4million (2023: £723.8 million) and these represent 68% (2023: 69%) of the gross assets of the Company. An ECL provision of £1.7m (2023: £15.5m) has been recorded against these assets.
We consider impairment of debtors a key audit matter due to the material level of intercompany debtors held on the Company’s balance sheet and the risk of impairment being the judgements in calculating the ECL 
The calculation of an expected credit loss provision depends on a variety of factors including credit default rates and the probability of default. 
Further details are included within the material accounting policy information and notes 11 and 12 to the financial statements. 
Page 10

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 

How the scope of our audit responded to the key audit matter
We obtained an understanding of relevant controls related to the calculation of the ECL provision.

We challenged management's calculation of the ECL provision by challenging the key assumptions used in the calculation of the expected credit losses including agreeing credit default rates and the probability of default to external benchmarks. We also involved our financial instrument specialists to assess management's methodology in calculating the ECL provision.
Key observations
Based on the work performed we concluded that the debtors and ECL provision are appropriately stated.

6. Our application to of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality
£4.6 million (2023: £3.9 million)
Basis for determining materiality
1% of total assets capped at 95% of the materiality we applied in auditing the consolidated financial statements of the parent Betjeman Holdings JVCo Limited. (2023: 1% of total assets, capped at 93% of group materiality).
Rationale for the benchmark applied
We determined materiality based on total assets as this is the key metric used by management, investors, analysts and lenders, with shareholder value being driven by total assets value movements.

img7f28.png

 
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2024 audit (2023: 70%). In determining performance materiality, we considered the following factors:

1.our risk assessment, including our assessment of the company’s overall control environment,
2.our past experience of the audit, which has indicated a low number of corrected and uncorrected misstatements in prior periods

Page 11

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 

6.3. Error reporting threshold
We agreed with the Audit and Finance Committee that we would report to the Committee all audit differences in excess of £229,000 (2023: £195,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Finance Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

7. An overview of the scope of our audit
7.1. Scoping
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

7.2. Our consideration of the control environment
We have obtained an understanding of the relevant controls such as those relating to the financial reporting cycle, and those in relation to our key audit matter. 

We have decided not to rely on controls for the company audit as the control environment is predominantly manual in nature.

8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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. 

9. Responsibilities of directors 
As explained more fully in the directors’ responsibilities statement, 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.

10. Auditor's 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 auditor’s 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
Page 12

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 

expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud
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. 

11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
results of our enquiries of management, the directors and the audit committee about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s sector; 
any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team and relevant internal specialists, including tax and financial instruments specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the in the management’s assessment of the expected credit loss and our procedures to address are noted in section 5.1 of this report. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

11.2 Audit response to risks identified
As a result of performing the above, we identified impairment of debtors (calculation of ECL) as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. 
In addition to the above, our procedures to respond to risks identified included the following:

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial
Page 13

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 

statements;
enquiring of management, the audit and finance committee and in-house legal counsel concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.


13. Matters on which we are required to report by exception
13.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
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.
We have nothing ro report in respect of these matters.

13.2 Director's remuneration 
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made.
We have nothing to report in respect of this matter. 

14.  Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s 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.


Anthony Matthews FCA (Senior statutory auditor)
Page 14

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BETJEMAN HOLDINGS MIDCO LIMITED
 


  
for and on behalf of

Deloitte LLP

 
Statutory Auditor
  
London, United Kingdom


20 June 2024

Page 15

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£m
£m

  

Turnover
  
-
-

Reversal of provision for expected credit losses
 12 
13.8
63.4

Operating Profit
  
13.8
63.4

Interest receivable and similar income
 7 
48.9
48.2

Interest payable and similar expenses
 8 
(48.9)
(48.2)

Profit before taxation
  
13.8
63.4

Tax on profit
 9 
-
-

Profit for the financial year
  
13.8
63.4

The notes on pages 19 to 31 form part of these financial statements.

All activities of the Company in the current and preceding year relate to continuing operations.

Page 16

 
BETJEMAN HOLDINGS MIDCO LIMITED
REGISTERED NUMBER: 10851742

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2024
2023
2023
Note
£m
£m
£m
£m

  

Non-current assets
  

Investments in subsidiary undertaking
 11 
336.4
336.4

Debtors: amounts falling due after more than one year
 12 
696.6
696.0

  
1,033.0
1,032.4

Current assets
  

Debtors: amounts falling due within one year
 13 
12.2
12.3

Current liabilities
  

Creditors: amounts falling due within one year
 14 
(12.2)
(12.3)

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
1,033.0
1,032.4

  

Creditors: amounts falling due after more than one year
 15 
(698.3)
(711.5)

  

  

Net assets
  
334.7
320.9


Capital and reserves
  

Called up share capital 
 16 
333.0
333.0

Profit and loss account
 17 
1.7
(12.1)

Shareholders' funds
  
334.7
320.9


The financial statements of Betjeman Holdings Midco Limited (registered number: 10851742) were approved and authorised for issue by the Board of Directors and were signed on its behalf by: 




................................................
M Osborne
Director

Date: 20 June 2024

The notes on pages 19 to 31 form part of these financial statements.

Page 17

 
BETJEMAN HOLDINGS MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£m
£m
£m


At 1 April 2022
333.0
(75.5)
257.5



Profit for the year
-
63.4
63.4
Total comprehensive profit for the year
-
63.4
63.4



At 1 April 2023
333.0
(12.1)
320.9


Comprehensive profit for the year

Profit for the year
-
13.8
13.8
Total comprehensive profit for the year
-
13.8
13.8


At 31 March 2024
333.0
1.7
334.7


The notes on pages 19 to 31 form part of these financial statements.

Page 18

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Betjeman Holdings Midco Limited (the “Company”) is a private company limited by shares, incorporated under Companies Act 2006, and domiciled in the United Kingdom.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The Company’s financial statements are presented in Sterling, which is the currency of the principal economic environment in which the Company operates. All values are rounded to the nearest million pounds except when otherwise indicated. The nature of the Company's operations and its principal activities are set out in the strategic report on page 2.
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare group financial statements as it is a wholly owned subsidiary of Betjeman Holdings JvCo Limited.
The Company’s immediate parent undertaking, Betjeman Holdings JvCo Limited includes the Company in its consolidated financial statements. The consolidated financial statements of Betjeman Holdings JvCo Limited are available to the public and may be obtained from 5th Floor, Kings Place, 90 York Way, London N1 9AG.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented on these financial statements.
The material accounting policies adopted by the Company are set out in note 2.

2.Accounting policies

  
2.1

Basis of preparation

The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 March 2024.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
a) the requirements of IFRS 7 “Financial Instruments”: Disclosures, this exemption requires that equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated;
b) the requirements of paragraphs 91-99 of IFRS 13 “Fair Value Measurement”, this exemption requires that equivalent disclosures are included in the financial statements of the group in which the entity is consolidated;
c) the requirements of paragraphs 10(d), 10(f), 39(c) and 134-136 of IAS 1 “Presentation of Financial Statements”;
d) the requirements of IAS 7 “Statement of Cash Flows”;
i. the requirements of paragraphs 30 and 31 of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”;
e) the requirements of paragraph 17 of IAS 24 “Related Party Disclosures”; and
f) the requirements in IAS 24 “Related Party Disclosures” to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party
Page 19

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

to the transaction is wholly owned by such a member; and
g) the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets, this exemption requires that equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated.

 
2.2

Going concern


The Company exists to administer the debt raising strategy for the Betjeman Holdings JvCo Limited group, as well as act as an intermediate holding company. The main trading company of the Betjeman Holdings JvCo Limited group is HS1 Limited, a company that holds the concession to operate, maintain and renew the high speed rail line connecting London’s St Pancras International Station to Europe via the Channel Tunnel. At 31 March 2023, the Company has net current assets but is dependent on the performance of HS1 Limited, as the operating company in the Group, to repay its liabilities as they fall due. 
The Group has prepared a range of forecast scenarios to reflect the economic uncertainty. The Directors have reviewed business forecasts against the cashflow, and covenant requirements of the Group and concluded the Group is able to meet its obligations as they fall due. The Directors have also reviewed the plans to protect the Group’s liquidity, including working capital and cost reduction options. These forecasts also benefit from the security of revenue reflecting the UK Government underpinning arrangements. The Group also performed analysis of downside scenarios, with limited growth in train paths, noting that in these scenarios the Group would be able to meet covenant requirements and have sufficient liquidity to operate. The financial statements have accordingly been prepared on a going concern basis.

The Company also considered climate change in its going concern analysis. The Company does not consider this to be material to the Company, including during the going concern assessment period, i.e. 12 months following the signing of the financial statements. 
Having due regard to the performance of HS1 Limited, the availability of working capital and the facilities under the loan agreement with the parent undertaking, the Directors believe that the Company has sufficient resources to meet its liabilities. The financial statements have accordingly been prepared on a going concern basis.

  
2.3

Basis of consolidation

The Company has taken the option not to prepare consolidated financial statements in accordance with section 400 of the Companies Act 2006. These financial statements present information about the Company as an individual company and the results of the subsidiaries are reflected in these financial statements only to the extent that dividends have been declared.

Page 20

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.4

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
a. Financial assets and financial liabilities
Initial recognition and measurement
The Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognised on the trade-date, which is the date on which the Company has committed to purchase or sell the instrument in question.
Classification and measurement of financial assets and financial liabilities
On initial recognition financial assets are classified and measured at amortised cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The classification depends on both the business model for managing the financial assets and their contractual cash flow characteristics. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Company’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
On initial recognition, financial liabilities are classified as measured at either amortised cost or FVTPL. The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.
Subsequent measurement - Financial assets at fair value through profit and loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated as hedging instruments in an effective hedge, or financial assets mandatorily required to be measured at fair value. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss except to the extent they are subject to hedge accounting.
Derecognition
A financial asset is primarily derecognised when:
• The rights to receive cash flows from the asset have expired or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a
Page 21

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

passthrough’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
When assessing whether there has been a significant increase in credit risk management have used qualitative elements such as changes to the economy, late payment of interest, whether interest has been waived and whether there has been evidence from internal reporting to indicate economic performance would be worse than expected.
In calculating the ECL the outstanding net exposure was discounted using a comparable market average default rate which is provided by a third-party expert. A recovery rate of 40% (2023: 40%) is applied to arrive at the ECL.
During the year management reviewed the ECLs previously recognised on loans with subsidiary undertakings. Due to the improved financial performance of the group, and external factors such as a strong credit rating, management have reclassified these loans from stage 2, implying an increased risk of default since origination, to stage 1, implying that the risk of default is the same at origination or that the credit risk is low. At stage 1, default rates are calculated over one year, rather than the life of the loan. Therefore there has been a significant reduction in the ECL recognised at year end of £1.7m (2023: £15.5m). If the default rate were to increase by 0.2 percentage points, then the ECL would increase to £2.5m.
Subsequent measurement - financial liabilities
Financial liabilities at fair value through profit or loss include financial liabilities held for trading. Gains
or losses on liabilities held for trading are recognised in the statement of profit or loss. After initial
recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Page 22

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.5

Interest receivable and interest payable

Interest receivable comprises interest receivable from loans to fellow Group undertakings. Interest receivable is recognised in the profit and loss account as it accrues using the effective interest rate method.
Interest payable is recognised in the profit and loss account as it accrues using the effective interest rate method.
Finance charges, including premiums payable on settlement or redemptions and direct issue costs are accounted for on an accruals basis and taken to the profit and loss account using the effective interest rate method and are added to the carrying value of the instrument to the extent that they are not settled in the period in which they arise.

  
2.6

Investment in subsidiaries

Investments in subsidiaries are carried at cost less impairment. The carrying value of these investments is reviewed annually by the Directors to determine whether there has been any impairment to their values.

Page 23

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.7

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for:
• differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and
• differences relating to investments in subsidiaries to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing
difference.
Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Page 24

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Provision for expected credit losses of trade receivables and contract assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
In calculating an ECL on intercompany balances management have determined whether the default risk on the loan has increased and consequently if there has been a significant increase in credit risk. This evaluation of the default rate is open to significant judgements, estimates and assumptions, thus it is a significant source of estimation uncertainty. See note 12 for ECL calculated.

Impairment of investments

Investments are tested for impairment where there are financial or non-financial indicators that the carrying value of investments may be greater than the expected recoverable amount (higher of present value of cash flows or fair value less costs of disposal). Judgement is required to determine whether such indicators exist.

During the year, the Directors carried out a review of the recoverable amount of the subsidiary.

Director's made significant judgements and estimates when determining the future cash flows. The basis of this calculation was a board reviewed 5-year business plan and forecasts.

Key assumptions in the cash flow forecasts are train paths and the discount rate. A business plan has been prepared by the Directors, reflecting the recovery of future train path forecasts. Judgement is required in selecting a discount rate which reflects the Group's ("Betjeman Holdings Limited Group") risk profile. 
 

Critical judgements in applying the Company’s accounting policies
The Directors do not consider there to be any critical judgments involved in the application of the accounting policies for the preparation of the financial statements.


See the ultimate parent company accounts, Betjeman Holdings JvCO Limited, for an analysis of the new and revised standards.


Page 25

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Auditors' remuneration

The fees payable to the Company's auditor for the audit of the Company's financial statements of £6,285 (£5,821) have been borne by another group company. 




5.


Staff costs

The Company had no employees in the year (2023: £nil).





6.

Remuneration of directors

2024
2023
      £000
      £000
Directors' remuneration


110.0

110.0
 
Remuneration paid to the highest paid director


110.0

110.0
 

Directors' remuneration consists entirely of salary.
The above discloses the total salaries of all Directors borne by HS1 Limited for the services performed across the Group.  No further allocation of salaries to each group company has been performed given HS1 Limited is the main operating company of the Group.


7.


Interest receivable and similar income

2024
2023
£m
£m


Interest receivable from subsidiary undertaking
48.9
48.2

48.9
48.2


8.


Interest payable and similar charges

2024
2023
£m
£m


Interest payable on loan notes
48.9
48.2

48.9
48.2

Page 26

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 19%) as set out below:

2024
2023
£m
£m


Profit on ordinary activities before tax
13.8
63.4


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
3.5
12.0

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(3.5)
(12.0)

Total tax charge for the year
-
-

The Finance Act 2021 includes an increase to the UK’s main corporation tax rate from 19% to 25%, which took effect from 1 April 2023. 


10.


Dividends

No dividends have been paid in the current or prior period or since the balance sheet date.


Page 27

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

11.

Investment in subsidiary undertaking

2024
2023
£m
£m
Betjeman Holdings Limited
336.4
336.4
336.4
336.4

The companies in which the Company’s interest at the year-end is more than 20% are as follows:




Company
Country of incorporation
Principal activity
Class and percentage of shares

Betjeman Holdings
UK
Holding Company
100% of ordinary shares

Limited
40% of B shares

Betjeman Holdings
UK
Holding Company
100% of ordinary shares

Limited

Helix Holdings LImited
Jersey
Holding Company
100% of A shares*

100% of B shares

100% of C shares*

Helix Midco Limited
UK
Holding Company
100% of A shares*

60% of B shares

40% of B shares*

Helix Bufferco Limited
UK
Holding Company
100% of A shares*

60% of B shares

40% of B shares*

Helix Acquisition Limited
UK
Holding Company
100% of A shares*

60% of B shares

40% of B shares*

HS1 Limited
UK
Rail infrastructure 
100% of A shares*

operator
60% of B shares

40% of B shares*

High Speed Rail Finance
UK
Finance company
100% of ordinary shares*

plc

High Speed Rail Finance
UK
Finance company
100% of ordinary shares*

(1) plc

CTRL (UK) Limited
UK
Dormant
100% of A shares*

60% of B shares

40% of B shares*

High Speed One (HS1)
UK
Dormant
100% of ordinary shares*

Limited

Page 28

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

.


Impairment of investments

The Directors noted that the net assets of Betjeman Holdings Limited are £48.2m as at 31 March 2024, which is below the carrying amount of the investment of £336.4m therefore considered if there if it is necessary to recognise an impairment. The Directors note that Betjeman Holdings Limited is not a trading entity, and that the value of the Group lies in the concession asset recognised in HS1 Limited, the operating entity. The Directors determined that Group will be able to generate sufficient net cash flows over the remaining life of the concession arrangement and hence no impairment charge. Significant judgements and estimates were required to determine these cash flows, which are stated in note 3. 


12.
Debtors: amounts falling due after one year


2024
2023

£m
£m

Amounts owed by subsidiary undertakings
698.3
711.5

Expected credit losses
(1.7)
(15.5)


696.6
696.0

On 5 September 2017, the Company advanced £580.0m to Betjeman Holdings Limited, a subsidiary undertaking. This loan is a fixed rate unsecured loan and carries interest at 7.0%, with interest payments set to occur semi-annually. The loan can be redeemed by serving at least 7 days written notice, however no redemption is expected in the next twelve months. 
During the year management reviewed the ECLs previously recognised on loans with subsidiary undertakings. Due to the improved financial performance of the group, and based on assesment of qualitative factors under IFRS 9, management have reclassified these loans from stage 2, implying an increased risk of default since origination, to stage 1, implying that the risk of default is the same at origination or that the credit risk is low. At stage 1, default rates are calculated over one year, rather than the life of the loan. Therefore, there has been a significant reduction in the ECL recognised at year end of £1.7m (2023: £15.5m). This calculation is a key source of estimation uncertainty, as explained in note 3.

During the prior year management reviewed its processes for the calculation of the ECL with its subsidiary undertaking. This resulted in a significant reduction, with an ECL of £15.5m being recognised for the year ended 31 March 2023. This resulted in £63.5m being credited to the income statement to reduce the existing ECL of £79.0m to £15.5m.  


Page 29

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.

Debtors: amounts falling due within one year


2024
2023

£m
£m

Amounts owed by subsidiary undertaking
12.2
12.3


12.2
12.3

Amounts due from the subsidiary undertaking, relates to the interest due on the loan included in note 12 to the financial statements.



14.


Creditors: amounts falling due within one year

2024
2023
£m
£m

Loan note interest
12.2
12.3

12.2
12.3



15.


Creditors: amounts falling due after more than one year

2024
2023
£m
£m

Loan notes
698.3
711.5

698.3
711.5


On 5 September 2017, the Company subscribed to £580.0m Loan notes. These loan notes were subsequently admitted to the Official List of The International Stock Exchange, headquartered in Guernsey, on 21 December 2017.
The Loan notes carry fixed rate interest of 7.0%, with interest payments set to occur semi-annually. The loan notes can be redeemed by serving at least 7 days written notice, however no redemption is expected in the next twelve months. The loan notes have a maturity date of 31 December 2040. There was a repayment of £23.5m on this loan during the year, as well as the settlement of £10.3m of interest via the issue of a payment in kind ("PIK") note. This resulted in a net decrease in the loan balance of £13.2m. 

Page 30

 
BETJEMAN HOLDINGS MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Share capital

2024
2023
£m
£m
Allotted, called up and fully paid



33,639,567,140 (2023 - 33,639,567,140) Ordinary shares of £0.0099 each
333
333



17.


Reserves

Profit and loss account

This contains the balance of retained earnings to carry forward. Dividends are paid from this reserve.


18.


Parent undertaking and controlling party

The Company’s parent undertaking is Betjeman Holdings JvCo Limited, a company incorporated in the United Kingdom.
The smallest and largest group in which the results of the Company are consolidated is Betjeman Holdings JvCo Limited.
Copies of the consolidated financial statements of Betjeman Holdings JvCo Limited are available from 5th Floor, Kings Place, 90 York Way, London, N1 9AG.


19.


Subsequent events

There have been no events subsequent to the balance sheet date that require disclosure.

Page 31