Company registration number 05069105 (England and Wales)
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
David Davies
John George
Secretary
Infrastructure Managers Limited
Company number
05069105
Registered office
Cannon Place
78 Cannon Street
London
EC4N 6AF
Auditors
Johnston Carmichael LLP
Chartered Accountants & Statutory Auditors
7-11 Melville Street
Edinburgh
EH3 7PE
Bankers
Barclays Bank Plc
1 Churchill Place
London
E14 5HP
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 26
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their report and the audited Annual Report and Consolidated Financial Statements of Derby School Solutions (Holdings) Limited ("the Company") for the year ended 31 December 2023.

Principal activities

The principal activity of the group continued to be that of a Private Finance Initiative (PFI) Concessionaire for the Derby City Schools PFI Project, under the terms of a Project Agreement. The principal activity of the Company is that of an investment holding company.

Results and dividends

The results for the year are set out on page 8.

 

The group's profit for the financial year, after taxation, amounted to £905,177 (2022: £708,005).

 

The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.

Ordinary dividends were paid amounting to £nil (2022: £nil). The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

David Davies
John George
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Auditors

The auditors, Johnston Carmichael LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditors

In the case of each director in office at the date the Directors' Report is approved:

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key Performance Indicators

The performance of the Group from a cash perspective is assessed six monthly by the testing of the covenants of the senior debt provider. The key indicator being the debt service cover ratio. The Company has been performing well and has been compliant with the covenants laid out in the Group loan agreement.

 

Lifecycle risk

 

The company's lifecycle risk is held by the SPV. In order to ensure costs are recorded in the year in which they are incurred, routing monitoring is carried out on lifecycle costs, this compares actual spend to a pre-approved plan.

Climate Change

The directors recognise that it is important to disclose their view of the impact of climate change on the company. As a holding company, the company itself does not trade. The company's subsidiary holds key operational contracts which are long-term and with a small number of known counterparties. In most cases, the cash flows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the company's operations, including the operations of its subsidiary, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the company's operational or financial performance arising from climate change.

 

Going Concern

 

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report was approved by the board of directors on 27 June 2024 and signed by order of the board by:
For and on behalf of Infrastructure Managers Limited
Secretary
27 June 2024
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

 

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 the financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006.

 

They are also responsible for safeguarding the assets of the group and the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
- 4 -
Report on the audit of the financial statments
Opinion

We have audited the consolidated financial statements of Derby School Solutions (Holdings) Limited (‘the parent company’) and its subsidiaries (‘the group’) for the year ended 31 December 2023, which comprise the Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

 

In our opinion the financial statements:

 

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group or parent 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.

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.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their 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:

 

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 3, 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 group’s and parent 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 group or parent 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 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 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 Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

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.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
- 6 -

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

 

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

 

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
- 7 -

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 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.

William King
Senior Statutory Auditor
For and on behalf of Johnston Carmichael LLP
Chartered Accountants & Statutory Auditors
7-11 Melville Street
Edinburgh
EH3 7PE
United Kingdom
27 June 2024
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
4,860,252
4,312,824
Cost of sales
(3,716,566)
(3,180,725)
Gross profit
1,143,686
1,132,099
Administrative expenses
(596,988)
(575,737)
Operating profit
546,698
556,362
Interest receivable and similar income
6
1,062,818
1,139,572
Interest payable and similar expenses
7
(517,514)
(866,065)
Profit before taxation
1,092,002
829,869
Tax on profit
8
(186,825)
(121,864)
Profit for the financial year
17
905,177
708,005
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(70,372)
1,204,239
Total comprehensive income for the year
834,805
1,912,244

This income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 14 to 26 form part of these financial statements.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors falling due within one year
10
6,045,936
1,466,061
Debtors falling due after more than one year
10
5,128,378
5,432,960
Cash at bank and in hand
1,128,629
5,882,771
12,302,943
12,781,792
Creditors: amounts falling due within one year
11
(2,026,479)
(2,130,504)
Net current assets
10,276,464
10,651,288
Creditors: amounts falling due after more than one year
12
(8,340,252)
(9,549,881)
Net assets
1,936,212
1,101,407
Capital and reserves
Called up share capital
16
1,000
1,000
Hedging reserve
17
(262,133)
(191,761)
Profit and loss reserves
17
2,197,345
1,292,168
Total equity
1,936,212
1,101,407

The notes on pages 14 to 26 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 27 June 2024 and are signed on its behalf by:
27 June 2024
David Davies
Director
Company registration number 05069105 (England and Wales)
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
9
1,000
1,000
Capital and reserves
Called up share capital
16
1,000
1,000

The notes on pages 14 to 26 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2022 - £0 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 27 June 2024 and are signed on its behalf by:
27 June 2024
David Davies
Director
Company registration number 05069105 (England and Wales)
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,000
(1,396,000)
584,163
(810,837)
Year ended 31 December 2022:
Profit for the year
-
-
708,005
708,005
Other comprehensive income:
Cash flow hedges gains
-
1,204,239
-
1,204,239
Total comprehensive income
-
1,204,239
708,005
1,912,244
Balance at 31 December 2022
1,000
(191,761)
1,292,168
1,101,407
Year ended 31 December 2023:
Profit for the year
-
-
905,177
905,177
Other comprehensive income:
Cash flow hedges gains
-
(70,372)
-
(70,372)
Total comprehensive income
-
(70,372)
905,177
834,805
Balance at 31 December 2023
1,000
(262,133)
2,197,345
1,936,212
Included in the fair value movement on cash flow hedging instrument is £-1440 (2022: £81509) that was recycled through Interest Payable in the Statement of Comprehensive Income.

The notes on pages 14 to 26 form part of these financial statements.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
£
Balance at 1 January 2022
1,000
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
Balance at 31 December 2022
1,000
Year ended 31 December 2023:
Profit and total comprehensive income
-
Balance at 31 December 2023
1,000

The notes on pages 14 to 26 form part of these financial statements.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
18
(3,368,883)
4,569,003
Income taxes paid
(139,226)
(83,388)
Net cash (outflow)/inflow from operating activities
(3,508,109)
4,485,615
Investing activities
Interest received
1,007,395
1,071,710
Net cash generated from investing activities
1,007,395
1,071,710
Financing activities
Repayment of borrowings
(1,477,440)
(1,606,838)
Interest paid
(775,988)
(867,716)
Net cash used in financing activities
(2,253,428)
(2,474,554)
Net (decrease)/increase in cash and cash equivalents
(4,754,142)
3,082,771
Cash and cash equivalents at beginning of year
5,882,771
2,800,000
Cash and cash equivalents at end of year
1,128,629
5,882,771

The notes on pages 14 to 26 form part of these financial statements.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Derby School Solutions (Holdings) Limited (“the Company”) is a private company limited by shares incorporated in England and Wales. The registered office is Cannon Place, 78 Cannon Street, London, EC4N 6AF.

 

The group consists of Derby School Solutions (Holdings) Limited and all of its subsidiaries.

 

The principal activity of the Group during the year is that of a Private Finance Initiative (PFI) Concessionaire for the Derby City Schools PFI Project, under the terms of a project Agreement.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The parent company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Derby School Solutions (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern

The financial statements are prepared on a going concern basis which the directors believe to be appropriate for the following reasons.

 

The Company prepares cash flow forecasts covering the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

 

In light of this, the Directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.

1.4
Turnover

Turnover represents the services' share of the management services income received by the Group for the provision of a PFI (Private Finance Initiative) asset to the customer. This income is received over the life of the concession period. Management service income is allocated between turnover, finance debtor interest and reimbursement of finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.

Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

1.5
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

 

The Company is obligated to keep a separate cash reserve in respect of future major maintenance and debt service costs, some of which has been placed in fixed term deposit accounts. This restricted balance, which is shown on the statement of financial position within the "cash at bank and in hand" balance for cash balances and within the "debtors due within one year" for amounts held in fixed term deposits, amounts to £4,454k at the year-end (2022: £5,039k).

1.8
Financial instruments

The group 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 its financial instruments.

 

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

 

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

Basic financial assets

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Other financial liabilities

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 finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.10
Hedge accounting

The Company has entered into an arrangement with third parties that is designed to hedge future cash flows arising on variable rate interest loan arrangements, with the net effect of exchanging the cash flows arising under those arrangements for a stream of fixed interest cash flows ("interest rate swaps"). **The Company has also entered into an arrangement with third parties that is designed to hedge future cash receipts arising from its principal activity (RPI swaps). The Company has designated that this arrangement is a hedge of another (non-derivative) financial instrument, to mitigate the impact of potential volatility on the Company's net cash flows.

 

To qualify for hedge accounting, documentation is prepared specifying the hedging strategy, the component transactions and methodology used for effectiveness measurement. Changes in the carrying value of financial instruments that are designated and effective as hedges of future cash flows ("cash flow hedges") are recognised directly in a hedging reserve in equity and any ineffective portion is recognised immediately in the Statement of Comprehensive Income. Amounts deferred in equity in respect of cash flow hedges are subsequently recognised in the Statement of Comprehensive Income in the same period in which the hedged item affects net profit or loss or the hedging relationship is terminated and the underlying position being hedged has been extinguished.

 

The Company's borrowings and hedge agreements are linked to the Compounded Reference Rate SONIA (sterling overnight index average) plus a 5 day credit adjustment spread.

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.12

Finance debtor

The Company has taken the transition exemption in FRS 102 Section 35.10(i) that allows the Company to continue the service concession arrangement accounting policies from previous UK GAAP.

 

The Company is accounting for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Company on the design and construction of the assets have been treated as a finance debtor within these financial statements.

1.13

Borrowings

Borrowings are recognised at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the life of the borrowings. Borrowings with maturities greater than twelve months after the reporting date are classified as non-current liabilities.

2
Judgements and key sources of estimation uncertainty

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

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of assets

The carrying value of those assets recorded in the Company's Statement of Financial Position, at amortised cost less any impairment losses , could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of Financial Position. Any reduction in value arising from such a review would be recorded in the statement of Comprehensive Income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.

Fair value for derivative contracts

Fair values for derivative contracts are based on mark-to-market valuations provided by the contract counterparty. Whilst these can be tested for reasonableness, the exact valuation methodology and forecast assumptions for future interest rates or inflation rates are specific to the counterparty.

Service concession contract

Accounting for the service concession contract and finance debtor requires estimation of service margin, finance debtor interest rates and associated amortisation profile which is based on projected trading results to the end of the contract.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
4,807,329
4,311,611
Passthrough and variation income
52,923
1,213
4,860,252
4,312,824
2023
2022
£
£
Other revenue
Interest income
1,062,818
1,071,710

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

4
Auditors' remuneration
2023
2022
Fees payable to the company's auditors and associates:
£
£
For audit services
Audit of the financial statements of the group and company
15,021
15,651

The fee above is inclusive of the audit of the company and the immediate parent entity.

 

The total fee in relation to the 2023 year end audit is £16,200 (2022: £15,200). The reason for the reduction in fee shown above is due to an over accrual from a prior year.

5
Employees

The average number of persons employed by the Company during the financial year amounted to nil (2022: nil). The directors are not employed by the Company and did not receive any remuneration from the Company during the year (2022: £nil).

6
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
282,997
63,989
Other interest income
779,821
1,075,583
Total income
1,062,818
1,139,572
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
7
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
561,368
645,002
Interest payable to group undertakings
203,288
221,063
Other interest
(247,142)
-
Total finance costs
517,514
866,065
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
186,825
121,864

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
1,092,002
829,869
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
256,845
157,675
Tax effect of income not taxable in determining taxable profit
(58,129)
(25,893)
Change in unrecognised deferred tax assets
1,160
2,132
Effect of change in corporation tax rate
(13,051)
(12,050)
Taxation charge
186,825
121,864

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 23.52% rate used above reflects 9 months of this new rate and 3 months of the previous rate of 19%.

 

There is a deferred tax asset relating to the interest rate derivative, calculated at 25%, which will unwind over the term of the hedging arrangement. All movements in the deferred tax have been recognised in other comprehensive income.

 

9
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
-
0
-
0
1,000
1,000
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Fixed asset investments
(Continued)
- 22 -
Financial assets pledged as collateral

The investment comprises 100% of the ordinary share capital of Derby School Solutions Limited, a Private Finance Initiative Company incorporated in England and Wales.

 

The Company's registered offices are: Cannon Place, 78 Cannon Street, London, England, EC4N 6AF

 

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1,000
Carrying amount
At 31 December 2023
1,000
At 31 December 2022
1,000
10
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
-
0
997
-
0
-
0
Finance leases receivable
1,509,634
1,436,355
-
-
Other debtors
4,515,237
7,714
-
0
-
0
Prepayments and accrued income
21,065
20,995
-
0
-
0
6,045,936
1,466,061
-
-
Amounts falling due after more than one year:
Finance leases receivable
5,041,000
5,369,039
-
-
Deferred tax asset (note 14)
87,378
63,921
-
0
-
0
5,128,378
5,432,960
-
-
Total debtors
11,174,314
6,899,021
-
-

Other financial assets relate to amounts held on term deposit which do not meet the definition of cash and cash equivalents.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
11
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
13
956,908
1,369,714
-
0
-
0
Other borrowings
13
316,600
336,251
-
0
-
0
Trade creditors
13,361
10,422
-
0
-
0
Corporation tax payable
134,075
86,476
-
0
-
0
Other taxation and social security
445
65,689
-
-
Accruals and deferred income
605,090
261,952
-
0
-
0
2,026,479
2,130,504
-
0
-
0
12
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
13
6,810,639
8,047,076
-
0
-
0
Other borrowings
13
1,180,103
1,247,123
-
0
-
0
Derivative financial instruments
349,510
255,682
-
0
-
0
8,340,252
9,549,881
-
-

Included within creditors: amounts falling due after more than one year is an amount of £3,102,908 (2022: £4,947,856) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

 

The subordinated loan due to a parent company is valued at £1,496,703 (2022: £1,583,374) at a nominal interest rate of 14% per annum repayable over the concession period from 2007. During the year ended 31st December 2023, the company has made repayments of £107,726 (2022: £25,300) in agreement with the parent company.

 

The company is committed to senior debt facilities of £31,838,367. This loan is under a nonrecourse financing agreement and is repayable over 25 years following financial close in six monthly instalments commencing 31 March 2009, at a rate of 4.885% and 5.23% per annum. The full amount of the loan drawdown at 31 December 2023 is £8,913,914 (2022: £10,283,628). Issue costs of £1,146,367 (2022: £866,838) have been set off against the total loan drawdowns.

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
13
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
7,767,547
9,416,790
-
0
-
0
Loans from group undertakings
1,496,703
1,583,374
-
0
-
0
9,264,250
11,000,164
-
-
Payable within one year
1,273,508
1,705,965
-
0
-
0
Payable after one year
7,990,742
9,294,199
-
0
-
0

The bank loan is secured over all the assets, rights and undertakings of the Company.

 

The company is committed to senior debt facilities of £31,838,367. This loan is under a nonrecourse financing agreement and is repayable over 25 years following financial close in six monthly instalments commencing 31 March 2009, at a rate of 4.885% and 5.23% per annum.

 

Other borrowings in note 12 relates to loans from Group undertakings and incurs interest at a nominal interest rate of 14% per annum repayable over the concession period from 2007.

 

14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2023
2022
Group
£
£
Deferred tax on derivative financial instrument
87,378
63,921
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(63,921)
-
Credit to other comprehensive income
(23,457)
-
Asset at 31 December 2023
(87,378)
-

The net deferred tax asset expected to reverse in 2024 is £nil (2023: £nil).

DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
15
Financial instruments

The fair values of the interest rate swap have been calculated by discounting the fixed cash flows at forecasted forward interest rates over the term of the financial instrument. The bank borrowing and finance debtor are both held at amortised cost.

16
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000

There is a single class of ordinary share. There are no restrictions on the distribution of the dividends and the repayment of capital.

17
Reserves
Profit and loss reserves

 

The hedging reserve records fair value movements on cash flow and net investment hedging instruments.

 

Retained earnings records retained earnings and accumulated losses.

 

18
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Profit for the year after tax
905,177
708,005
Adjustments for:
Taxation charged
186,825
121,864
Finance costs
517,514
866,065
Investment income
(1,062,818)
(1,071,710)
Other gains and losses
-
(67,862)
Movements in working capital:
(Increase)/decrease in debtors
(4,197,410)
4,485,925
Increase/(decrease) in creditors
281,829
(473,284)
Cash (absorbed by)/generated from operations
(3,368,883)
4,569,003
DERBY SCHOOL SOLUTIONS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
19
Analysis of changes in net debt - group
1 January 2023
Cash flows
Other non-cash changes
31 December 2023
£
£
£
£
Cash at bank and in hand
5,882,771
(4,754,142)
-
1,128,629
Borrowings excluding overdrafts
(11,000,164)
1,983,056
(247,142)
(9,264,250)
(5,117,393)
(2,771,086)
(247,142)
(8,135,621)
20
Group

The Company is a wholly owned subsidiary of Infrastructure Investments Holdings Limited (IIHL).

 

IIHL has a subordinated loan balance, including accrued interest, of £1,496,703 (2022: £1,583,374) with the Company.

 

During the year, the company paid subordinated debt interest of £203,288 (2022: £221,063) and Directors fees of £135,365 (2022: £120,203). The Directors fees accrued at the end of the financial year end was £135,365 (2022: £nil). The subordinated debt interest accrued at the end of the financial year was £155,609 (2022: £166,941) and is included in amounts owed to group undertakings.

21
Controlling Party

The Company is a wholly owned subsidiary of Infrastructure Investments Holdings Limited a company listed on the London Stock Exchange and registered at One Bartholomew Close, Barts Square, London, England, EC1A 7BL.

 

The ultimate parent company HICL Infrastructure Plc, a company listed on the London Stock Exchange and registered at One Bartholomew Close, Barts Square, London, England, EC1A 7BL.

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