Company registration number 05702754 (England and Wales)
IIC PETERBOROUGH HOLDING COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
IIC PETERBOROUGH HOLDING COMPANY LIMITED
COMPANY INFORMATION
Directors
JS Gordon
PR Hepburn
PK Johnstone
(Appointed 19 December 2023)
Secretary
Resolis Limited
Company number
05702754
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
IIC PETERBOROUGH HOLDING COMPANY LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Notes to the financial statements
12 - 23
IIC PETERBOROUGH HOLDING COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the Company is that of an intermediate holding company of IIC By Education (Peterborough Schools) Limited.

 

The principal activity of the Group is the design, construction, and facilities management operation of one secondary school and the refurbishment of two further schools under a private finance initiative ("PFI") with Peterborough City Council.

 

The directors have reviewed the activities of the business for the year and the position as at 30 June 2024 and consider them t be satisfactory.

 

The concession is due to expire in 2037; the Group intends to continue to comply with its obligations under the PFI agreement until this date.

Results and dividends

Ordinary dividends were paid amounting to £613,040. The directors do not recommend payment of a further dividend.

Directors

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

JS Gordon
PR Hepburn
J McDonagh
(Resigned 19 December 2023)
PK Johnstone
(Appointed 19 December 2023)
Auditor

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

IIC PETERBOROUGH HOLDING COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Statement of directors' responsibilities

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Going Concern

The shareholder’s funds 30 June 2024 show a surplus of £595,283 (2023: £1,367,919). This arises from the early phase in the Group’s 31 year concession period, and the recognition of the Group’s swap liability at fair value. The Group has a secured bank facility that will enable it to continue trading for the life of the concession period. The Group is not in breach of its covenant terms and does not expect to become so in the foreseeable future. The directors have reviewed the forecast and believe that the financial position will strengthen in the future and therefore consider that it is appropriate to prepare these financial statements on a going concern basis.

Small companies exemption

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

On behalf of the board
PR Hepburn
Director
13 December 2024
IIC PETERBOROUGH HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IIC PETERBOROUGH HOLDING COMPANY LIMITED
- 3 -
Opinion

We have audited the financial statements of IIC Peterborough Holding Company Limited (‘the parent company’) and its subsidiaries (‘the group’) for the year ended 30 June 2024 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 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.

 

Opinions on other matters prescribed by the Companies Act 2006

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

 

 

 

IIC PETERBOROUGH HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC PETERBOROUGH HOLDING COMPANY LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the 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 2, 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.

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 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.

 

IIC PETERBOROUGH HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC PETERBOROUGH HOLDING COMPANY LIMITED
- 5 -

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.

 

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 submitted returns and board meeting minutes.

 

We assessed the susceptibility of the 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:

 

IIC PETERBOROUGH HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC PETERBOROUGH HOLDING COMPANY LIMITED
- 6 -

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jenny Junnier (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
13 December 2024
Chartered Accountants
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
IIC PETERBOROUGH HOLDING COMPANY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
2024
2023
Notes
£
£
Turnover
7,909,580
7,611,027
Cost of sales
(6,514,871)
(6,339,733)
Gross profit
1,394,709
1,271,294
Administrative expenses
(884,986)
(791,170)
Operating profit
509,723
480,124
Interest receivable and similar income
2,129,859
2,105,938
Interest payable and similar expenses
5
(1,812,431)
(1,882,581)
Profit before taxation
827,151
703,481
Tax on profit
6
(221,933)
(156,427)
Profit for the financial year
18
605,218
547,054
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(1,019,988)
4,384,737
Tax relating to other comprehensive income
254,997
(1,096,183)
Total comprehensive income for the year
(159,773)
3,835,608
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
IIC PETERBOROUGH HOLDING COMPANY LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
8
748,115
804,873
Current assets
Debtors falling due after more than one year
11
31,229,210
32,652,053
Debtors falling due within one year
11
2,957,636
1,728,340
Investments
12
3,050,000
-
0
Cash at bank and in hand
-
5,135,769
37,236,846
39,516,162
Creditors: amounts falling due within one year
14
(9,258,385)
(10,728,776)
Net current assets
27,978,461
28,787,386
Total assets less current liabilities
28,726,576
29,592,259
Creditors: amounts falling due after more than one year
15
(28,131,470)
(28,224,340)
Net assets
595,106
1,367,919
Capital and reserves
Called up share capital
17
40,502
40,502
Share premium account
18
813,268
813,268
Hedging reserve
18
(932,150)
(167,159)
Profit and loss reserves
18
673,486
681,308
Total equity
595,106
1,367,919

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

The financial statements were approved by the board of directors and authorised for issue on 13 December 2024 and are signed on its behalf by:
13 December 2024
PR Hepburn
Director
Company registration number 05702754 (England and Wales)
IIC PETERBOROUGH HOLDING COMPANY LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
853,769
853,769
Current assets
Debtors
11
1
1
Net current assets
1
1
Net assets
853,770
853,770
Capital and reserves
Called up share capital
17
40,502
40,502
Share premium account
18
813,268
813,268
Total equity
853,770
853,770

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 £613,040 (2023 - £252,084 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 13 December 2024 and are signed on its behalf by:
13 December 2024
PR Hepburn
Director
Company registration number 05702754 (England and Wales)
IIC PETERBOROUGH HOLDING COMPANY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
Share capital
Share premium account
Hedging reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2022
40,502
813,268
(3,455,713)
386,338
(2,215,605)
Year ended 30 June 2023:
Profit for the year
-
-
-
547,054
547,054
Other comprehensive income:
Cash flow hedges gains
-
-
4,384,737
-
4,384,737
Tax relating to other comprehensive income
-
-
(1,096,183)
-
0
(1,096,183)
Total comprehensive income
-
-
3,288,554
547,054
3,835,608
Dividends
7
-
-
-
(252,084)
(252,084)
Balance at 30 June 2023
40,502
813,268
(167,159)
681,308
1,367,919
Year ended 30 June 2024:
Profit for the year
-
-
-
605,218
605,218
Other comprehensive income:
Cash flow hedges gains
-
-
(1,019,988)
-
(1,019,988)
Tax relating to other comprehensive income
-
-
254,997
-
0
254,997
Total comprehensive income
-
-
(764,991)
605,218
(159,773)
Dividends
7
-
-
-
(613,040)
(613,040)
Balance at 30 June 2024
40,502
813,268
(932,150)
673,486
595,106
IIC PETERBOROUGH HOLDING COMPANY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2022
40,502
813,268
-
0
853,770
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
252,084
252,084
Dividends
7
-
-
(252,084)
(252,084)
Balance at 30 June 2023
40,502
813,268
-
0
853,770
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
613,040
613,040
Dividends
7
-
-
(613,040)
(613,040)
Balance at 30 June 2024
40,502
813,268
-
0
853,770
IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
1
Accounting policies
Company information

IIC Peterborough Holding Company Limited (the “Company”) is a private company limited by shares and incorporated and domiciled in England and Wales. The principal activity of the Company is that of an intermediate holding company of IIC BY Education (Peterborough Schools) Limited which is involved in the design, construction, and facilities management operation of one new secondary school and the refurbishment and extension of two further schools under a private finance initiative (“PFI”) with the Peterborough City Council. The registered office is Watling House, 5th Floor, 33 Cannon Street, London, England.

 

Going concern

 

The shareholder’s funds 30 June 2024 show a surplus of £595,283 (2023: £1,367,919). This arises from the early phase in the Group’s 31 year concession period, and the recognition of the Group’s swap liability at fair value. The Group has a secured bank facility that will enable it to continue trading for the life of the concession period. The Group is not in breach of its covenant terms and does not expect to become so in the foreseeable future. The directors have reviewed the forecast and believe that the financial position will strengthen in the future and therefore consider that it is appropriate to prepare these financial statements on a going concern basis.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company IIC Peterborough Holding Company 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 30 June 2024. 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
1.6
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.

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

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.

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.

IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
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.

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.

IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
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.

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
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.

IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 17 -
2
Judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources. 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 if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

 

The Company uses derivative finance instruments to hedge certain economic exposures in relation to movements in interest rates as compared with the position that was expected at the date the underlying transaction being hedged was entered into. The Company fair values its derivative financial instruments and records the fair value of those on its balance sheet. The measurement of fair value is based on estimates of future market interest and inflation rates and will therefore be subject to change. The company has used the Mark to Market valuation provided by the hedging party to assist with valuing such instruments.

The directors have applied their judgement in assessing the interest rate SWAPs to be fully effective and have therefore designated the instruments as a cash flow hedge.

 

Accounting for the service contracts and finance receivables requires estimation of service margins, finance receivable interest rates and finance receivable amortisation profile which is based on forecasted results of the PFI contract.

 

3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
21,235
20,035
4
Employees

The directors, who are key management personnel, received £nil (2023: £nil) in respect of their services to the Group during the year. The Group had no employees during the year (2023: none). Fees paid to investors in respect of their directors amounted to £137,443 (2023: £125,553).

5
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,793,411
1,032,495
Interest payable to group undertakings
309,532
313,981
2,102,943
1,346,476
Other finance costs:
Finance costs for financial instruments measured at fair value through profit or loss
(290,512)
536,105
Total finance costs
1,812,431
1,882,581
IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 18 -
6
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
221,980
156,427
Deferred tax
Origination and reversal of timing differences
(47)
-
0
Total tax charge
221,933
156,427

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Reclassifications from equity to profit or loss:
Relating to cash flow hedges
(254,997)
1,096,183

Corporation tax remained at 19% until March 2023. From 2023 the main rate increased to 25% for business profits made by the company over £250,000. A small profit rate (SPR) will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. The company has assessed the impact of this change and consider that the full rate of 25% will apply.

 

The Group has trade losses available to carry forward of £nil (2023: £nil).

7
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
613,040
252,084
IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
8
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2023 and 30 June 2024
1,346,017
Amortisation and impairment
At 1 July 2023
541,144
Amortisation charged for the year
56,758
At 30 June 2024
597,902
Carrying amount
At 30 June 2024
748,115
At 30 June 2023
804,873
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.

Goodwill arose on the Company’s purchase of an additional 9,500 £1 ordinary shares in IIC BY Education (Peterborough Schools) Limited on 20 December 2013.

9
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
-
0
-
0
853,769
853,769

The Company’s subsidiary, IIC BY Education (Peterborough Schools) Limited, is a private company limited by shares, incorporated and domiciled in England and Wales and registered at Watling House, 5th Floor, 33 Cannon Street, London, England, EC4M 5SB.

10
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
3,050,000
-
-
-
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
1,242,870
222,883
-
-
IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
10
Financial instruments
(Continued)
- 20 -

(a) Financial instruments measured at fair value

 

Derivative financial instruments

The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date.

 

b) Hedge accounting

 

Derivative financial instruments designated as hedges of variable interest rate risk comprise of an interest rate swap.

 

To hedge the potential movement in the interest cash flows associated with the SONIA rate used for the bank term loan described in note 16, the Group has entered into floating to fixed interest rate swaps with a nominal value equal to the initial borrowings with the same term as the loans and interest payment dates. These result in the Group paying 4.8975% per annum and receiving SONIA.

11
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,157,460
83,144
-
0
-
0
Amounts owed by group undertakings
122,132
117,389
1
1
Other debtors
1,555,621
1,465,674
-
0
-
0
Prepayments and accrued income
122,423
62,133
-
0
-
0
2,957,636
1,728,340
1
1
Amounts falling due after more than one year:
Amounts owed by group undertakings
2,014,805
2,136,936
-
-
Other debtors
28,903,638
30,459,395
-
0
-
0
30,918,443
32,596,331
-
-
Deferred tax asset
310,767
55,722
-
0
-
0
31,229,210
32,652,053
-
-
Total debtors
34,186,846
34,380,393
1
1

On 16 December 2015, the Group subscribed for £3,000,000 of unsecured loan stock in JLIF Investments Limited, an intermediate parent of the Company. The loan stock has an interest rate of 4% and is due for repayment in 2037. The balance of the loan stock at 30 June 2024 is £2,136,937 (2023: £2,254,324).

IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
12
Current asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Investments
3,050,000
-
-
-
13
Cash at bank

Group

 

Cash at bank includes thirteen current accounts with Royal Bank of Scotland having an overdrawn balance of £10,826 (2023: £5,135,769). The restricted cash balance, which includes £3,050,000 held on deposit, is £3,143,232 (2023: £3,661,756). Withdrawals from these restricted bank accounts are restricted to items set out in the Credit Agreement with Royal Bank of Scotland and the Company must satisfy certain requirements before being permitted to withdraw any amounts from these accounts.

 

The overdrawn bank balance is a timing difference at 30 June 2024 due to late receipt of Unitary Charge Payment owed to IIC By Education (Peterborough Schools) Limited.

 

Company

 

The Company has no bank account.

14
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
16
1,065,310
1,073,472
-
0
-
0
Other borrowings
16
121,611
63,000
-
0
-
0
Trade creditors
135,867
896,359
-
0
-
0
Corporation tax payable
137,063
61,758
-
0
-
0
Other taxation and social security
192,732
156,597
-
-
Deferred income
6,904,440
7,586,000
-
0
-
0
Accruals and deferred income
701,362
891,590
-
0
-
0
9,258,385
10,728,776
-
0
-
0
15
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
16
24,479,960
25,534,321
-
0
-
0
Other borrowings
16
2,408,640
2,467,136
-
0
-
0
Derivative financial instruments
1,242,870
222,883
-
0
-
0
28,131,470
28,224,340
-
-
IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
15
Creditors: amounts falling due after more than one year
(Continued)
- 22 -
Amounts included above which fall due after five years are as follows:
Payable by instalments
18,512,052
19,423,052
-
-
16
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
25,534,444
26,607,793
-
0
-
0
Bank overdrafts
10,826
-
0
-
0
-
0
Loans from group undertakings and related parties
2,530,251
2,530,136
-
0
-
0
28,075,521
29,137,929
-
-
Payable within one year
1,186,921
1,136,472
-
-
Payable after one year
26,888,600
28,001,457
-
0
-
0

The Group has fully drawn on the term loan facility (A Loan). The Group has undrawn committed borrowing facilities of £1,645,395 (2023: £1,645,395) on the change in law loan facility (C Loan). All facilities expire on 31 August 2036.

 

The term loan has a variable interest rate of SONIA plus a margin of 0.75%. The Company manages all exposure to interest risk on external loans by entering into interest rate SWAPS (refer to note 12).

 

The term loan is secured, in favour of the Royal Bank of Scotland Plc, the Royal Bank of Canada and NIB Capital Bank N.V., over all assets of the Company. There is also a legal mortgage of shares in the group owned by shareholders in favour of Royal Bank of Scotland Plc and Royal Bank of Canada as security for the payment of all obligations and liabilities owed by the group to Royal Bank of Scotland Plc and Royal Bank of Canada.

 

On 31 July 2006, the group issued £5,100,000 of unsecured loan stock due in 2037. At balance sheet date, 100% (2023: 100%) of the loan stock is subscribed for by IIC Peterborough Subdebt Limited.

 

Since the project became operational, subject to certain terms and conditions, the loan stock has an interest rate of 12.11%.

 

Included in issue costs is £1,514 (2023: £1,629) loan stock arrangement fees. The remaining balance of £180,518(2023: £195,419) relates to bank loan arrangement fees.

17
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
40,502
40,502
40,502
40,502
IIC PETERBOROUGH HOLDING COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
17
Share capital
(Continued)
- 23 -

The Company’s share capital is divided between 32,401 “A” Ordinary shares, 8,100 “B” Ordinary shares and 1 “D” Ordinary share. All these shares rank pari passu to each other.

18
Reserves
Cash flow hedge reserve

The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

Profit and loss reserve

The profit and loss reserve contains the retained earnings carried forward net of distributions to owners.

Share premium reserve

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

19
Related party transactions

At the balance sheet date the Group is wholly owned by JURA Acquisition Limited, and has applied the exemption, available under the terms of FRS 102, from disclosing related party transactions with entities that are part of the group headed by JURA Acquisition Limited.

 

There were no related party transactions entered into by the Group during the year.

20
Controlling party

The Group’s ultimate parent is Jura Acquisition Limited, a Guernsey registered company, and a subsidiary of Jura Holdings Limited owned by a consortium jointly led by funds managed by Dalmore Capital Limited and Equitix Investment Management Limited. The Directors regard Jura Holdings Limited as the ultimate parent of the Group. Copies of the financial statements are available from the Guernsey registry website. The Directors consider that there is no ultimate controlling entity.

 

The head of the largest and smallest group for which consolidated financial statements are prepared and of which the Company is a member is IIC Peterborough Holding Company Limited. The consolidated financial statements of this group are available to the public and may be obtained from the Company Secretary, 1 Park Row, Leeds, England, LS1 5AB.

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