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Registered number: 10208262


NIIF LIMITED
 (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
CONTENTS


Page
Company information
 
1
Strategic report
 
2 - 4
Director's report
 
5 - 6
Director's responsibilities statement
 
7
Independent auditor's report
 
8 - 11
Statement of profit or loss
 
12
Statement of financial position
 
13 - 14
Statement of cash flows
 
15
Notes to the financial statements
 
16 - 26
 
 

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
COMPANY INFORMATION

 
Director
L M Zimny 




Company secretary
Ocorian (UK) Limited



Registered number
10208262



Registered office
5th Floor
20 Fenchurch Street

London

England

EC3M 3BY




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Introduction
 
The director presents their strategic report for the year ended 30 June 2024. 

Business review
 
NIIF Limited (the 'Investee') is party to the Northern Ireland Investment Fund's (the 'Fund') Operational Agreement and will act as the Investee to the Fund. The Investee will facilitate in investing £150,000,000 of Department of Finance funds into the Funds' projects'. The Fund has been set up with two objectives, the first being to address market failures in Northern Ireland and accelerate and increase investment in private sector led development, infrastructure and low carbon projects. The second to secure private and / or public sector leverage to achieve sustainable financial returns to maximize the impact of public sector intervention and deliver economic growth.
The Fund is a 15 year agreement running until 13 November 2032. At 30 June 2024 Department of Finance had provided £150m (2023: £150m) to the Investee.
The results for the year are shown on pages 12-14. During the reporting year the Investee recognised a profit of £Nil (2023: £Nil). As 30 June 2024 the Investee had current assets of £147.3m (2023: £135.5m) total assets of £167.3m (2023: £159.3m) and net current assets of £146.3m (2023: £134.6m).
As at 30 June 2024 the Investee had committed to 9 current projects. The Fund benefits from a first charge over all projects and a full valuation was obtained from 3rd party RICS-registered valuers at the point of underwriting. The first charge theoretically means that the value of the project would need to drop (100%-[LTV%]) before the fund was to suffer a loss of capital.
More than half of the Funds loan (and sometimes all of the Funds loan) is the last element of funding into a project, thus protecting the Loan to Value further as investment of most of the funds are made at the point that construction is well progressed. The projects will always be fully funded before investments are made, and should this change during the development due to increased costs, the Borrower is required to make up any shortfall before further investment.
The Lisburn project made available a total loan commitment (capital and VAT) of £5,685,000 to construct a circa 27,500 sq. ft. boutique hotel and to develop units 3, 4, 6 and 7 of the existing property for use as co-working office space. Drawdowns for capital and VAT paid to the developer totalled £5,441,421 (2023: £5,483,764). The Fund has a first charge over the site, including some smaller units that are let and income producing. The Hotel is pre-let to Beanchorr, an established operator of Boutique Hotels in NI. Loan (net of interest) to value of this scheme was estimated at 57% with the benefit of the hotel lease but prior to established trading, or 48% with the benefit of established trading figures at underwriting, giving comfort on the recoverability of the loan.
The King’s Hall project makes available a total commitment (capital only) of £8,800,000 for the demolition, asbestos removal and site clearance at the property, the construction of the Plot 2 Offices and the construction at the Property of all associated infrastructure works for the use of the Property as a mixed use development, in each case as described in the Specifications and Project Monitor reports. The loan (excl interest) to Value here is 60%, although there is a pre sold office that is a legally binding conditional sale. Once the office is sold, the Loan (excl interest) to value was considered to be 42%. Note that Fund has a charge over a development agreement that has an enforcement route to grant a virtual freehold (199 leasehold) to the Borrower / Fund. The original Development Tranche loan was repaid in June 2024 . An Amendment and Restatement agreement was entered into in February 2024, with a total commitment of £19,660,000. At 30 June 2024, the rolled up tranche balance, including arrangement fee was £356,404.

Page 2

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Business review (continued)

The Paper Exchange project makes available a total loan commitment (capital only) of £20,000,000. These funds are to be used to fund the development of the Property (comprising an eleven storey 155,133 sq ft development comprising of 148,943 sq ft of Grade A office space with 6,190 sq ft of ground floor retail, 1,658 sq ft reception, 15 car parking spaces and 85 bicycle spaces, including all works for the demolition of existing structures, clearance, excavation, construction, shell and frame, roof, main risers and plant room in accordance with the Development Consents and the Specifications. Drawdowns paid to the developer totalled £18,481,264 (2023: £18,062,246)
The Oakland project makes available a total loan commitment (capital only) of £11,640,000. These funds are to be used to develop a hotel at 32-38 Queen Street, Belfast. Drawdowns paid to the developer totalled £11,640,000 (2023: £10,129,803).
The Ebrington project makes available a total loan commitment (capital only) of £7,900,000. These funds are to be used to develop a Hotel at Ebrington Square, Derry. The loan was repaid in August 2023.
The Bradbury Place project makes available a total loan commitment (capital only) of £10,830,000. These funds are to be used to develop a purpose-built student accommodation near Queens University. Drawdowns paid to the developer totalled £10,470,556 (2023: £Nil).
The Derry project makes available a total loan commitment (capital only) of £1,800,000. These funds are to be used to develop 22 short stay apartments located in Londonderry. Drawdowns paid to the developer totalled £92,320 (2023: £Nil).
The York Street project makes available a total loan commitment (capital only) of £19,153,736. These funds are to be used to fund the development of purpose-built university accommodation. Drawdowns paid to the developer totalled £7,840,458 (2023: £Nil).
The Portrush project makes available a total loan commitment (capital only) of £6,000,000. These funds are to be used for the development of a hotel. At 30 June 2024, there were no capital drawdowns. 
The Strand Road project makes available a total loan commitment (capital only) of £1,500,000. These funds are to be used a golf and tourist facility in Derry. At 30 June 2024, there were no capital drawdowns.

Financial key performance indicators
 
Operating profit margin Nil% (2023: Nil%)
Net fee and commission income £6.0m (2023: £3.5m)
Return on capital employed £Nil (2023: £Nil)

Principal risks and uncertainties
 
The Company is exposed to liquidity risk, credit risk and interest rate risk. However, there are no external borrowings of the company, and therefore the liquidity and interest rate risks are not considered significant by management. The liquidity risk is further protected by ensuing the fund manager does not commit to loans with a value in excess of available capital.
The Company's principal financial assets are cash and other receivables. Therefore, the Company's credit risk is primarily attributable to its other receivables. The Company's approach to managing the credit risk is to monitor these other receivables and make an allowance for impairment when there is objective evidence that the Company will not be able to collect all amounts according to the general terms of the receivables concerned. 


 
Page 3

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principal risks and uncertainties (continued)
Managements classification based upon the performance of the other receivables, as per note 9, is detailed below:

2024
£



Fully performing in accordance with the original loan agreements
19,756,632

Not provided for but in accordance with revised repayment terms
42,162,736

Loan impairment required
-

61,919,368

The director has identified that the issues arising from the activities of the appointed representatives have increased the operational risk. This has the potential to increase costs of professional advisers in the short term.
Pillar 3 disclosure will be made available upon request to NIIF Limited.

Other key performance indicators
 
The key non-financial performance indicators used to determine the progress and performance of the Company are set out below;
 
Client service 

Performance indicators are reviewed by the management team in order to assess the progress of the Company and we are pleased with the overall performance presented in this report.


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



L M Zimny
Director

Date: 28 March 2025

Page 4

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The director presents her report and the financial statements for the year ended 30 June 2024.

Business review

The Company has changed its name to NIIF Limited on 29 November 2024

Principal activity

The principal activity of the Company is to act as an SPV to invest funding from the Department of Finance into projects in Northern Ireland. The projects are required to address market failures and accelerate and increase investment in private sector led development, infrastructure and low carbon projects to deliver economic growth.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2023 - £Nil).

No dividends were declared in the current or prior year.

Directors

The directors who served during the year were:

B A Gowdy (resigned 1 May 2024)
L M Zimny (appointed 2 May 2024)

Future developments

The Company plan to continue to act as an SPV to invest funding from the Department of Finance into projects in Northern Ireland.

Financial instruments

Price risk, credit risk, liquidity risk and cash flow risk.
The Company's activities exposes it to a variety of financial risks; market risks, credit risks, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of the marketplace and seeks to minimise potential adverse effects on the Company's financial performance.

Page 5

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Disclosure of information to auditor

The director at the time when this director's report is approved has confirmed that:
 
so far as she is aware, there is no relevant audit information of which the company's auditor is unaware, and

she has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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



L M Zimny
Director

Date: 28 March 2025
Page 6

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

The director is responsible for preparing the strategic report, director's report and the financial statements, in accordance with applicable law.

Company law requires the director to prepare financial statements for each financial year. Under that law she has elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the director must not approve the financial statements unless she is 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 director is required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless she either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. She is responsible for such internal control as she determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and has general responsibility for taking such steps as are reasonably open to her to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Page 7

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 

Opinion


We have audited the financial statements of NIIF Limited (Formerly known as GFS Corporate Director II Limited) for the year ended 30 June 2024 which comprise the statement of profit or lossthe statement of financial positionthe statement of cash flows and the notes to the financial statements, including significant accounting policies set out on pages 17 - 19. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its results for the year then ended;

have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and

have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern


In auditing the financial statements, we have concluded that the use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director 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 director is responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in this regard.

Page 8

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED) (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006


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

the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the strategic report and the director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception

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

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

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of  remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.


Responsibilities of directors

As explained more fully in the  responsibilities statement on page 7, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so
 
Page 9

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED) (CONTINUED)


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.

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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with members and other management, and from our commercial knowledge and experience of the company’s sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection and anti-bribery.;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HM Revenue and Customs.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.
 
Page 10

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED) (CONTINUED)


Auditor's responsibilities for the audit of the financial statements (continued)

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
 
Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.




 
 
Heather Powell FCA (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

28 March 2025
Page 11

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Revenue
 5 
5,985,735
3,494,254

Gross profit
  
5,985,735
3,494,254

  

Administrative expenses
  
(781,116)
(949,582)

Profit from operations
  
5,204,619
2,544,672

  

Finance income
 8 
2,723,358
864,483

Finance expense
 8 
(7,927,977)
(3,409,155)

Profit before taxation
  
-
-

  

Tax on profit
  
-
-

Profit for the financial year
  
-

The notes on pages 16 to 26  form part of these financial statements.

Page 12

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
REGISTERED NUMBER: 10208262
 
 
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£


Assets

Non-current assets
  

Trade and other receivables
 9 
19,989,358
23,798,042

Current assets
  

Trade and other receivables
 9 
41,930,012
28,780,713

Cash and cash equivalents
 16 
105,402,372
106,717,557

  
147,332,384
135,498,270

  

Total assets

  

167,321,742
159,296,312

Liabilities

Non-current liabilities
  

Trade and other liabilities
 10 
16,284,205
8,356,227

Loans and borrowings
 11 
150,000,000
150,000,000

  
166,284,205
158,356,227

Current liabilities
  

Trade and other liabilities
 10 
1,037,536
940,084

  
1,037,536
940,084

  

Total liabilities
  
167,321,741
159,296,311

  

  

Net assets
  
1
1
Page 13

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
REGISTERED NUMBER: 10208262
 
 
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024

2024
2023
Note
£
£


Issued capital and reserves
  

Share capital
 12 
1
1

Total Equity
  
1
1

The financial statements on pages 12 to 26 were approved and authorised for issue by the board of director on 28 March 2025 and were signed on its behalf by:




L M Zimny
Director

The notes on 16 to 26 form part of these financial statements.

Page 14

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)

 
 
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Adjustments for

Movements in working capital:

Increase in trade and other receivables
(9,189,786)
(19,925,388)

Increase in other liabilities
7,874,601
3,765,960

Cash generated from operations
(1,315,185)
(16,159,428)


Net cash used in operating activities

(1,315,185)
(16,159,428)

Cash flows from financing activities

Proceeds from other borrowings
-
50,000,000

Net cash from financing activities
-
50,000,000

Net (decrease)/increase in cash and cash equivalents
(1,315,185)
33,840,572


Cash and cash equivalents at the beginning of year
106,717,557
72,876,985

Cash and cash equivalents at the end of the year
105,402,372
106,717,557

The notes on 16 to 26 form part of these financial statements.

Page 15

 
NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


Reporting entity

NIIF Limited (Formerly known as GFS Corporate Director II Limited) (the 'Company') is a limited company incorporated in England. The Company's registered office is at 5Th Floor, 20 Fenchurch Street, London, England, EC3M 3BY. The Company's principal activity is to act as an SPV to invest funding from the Department of Finance into projects in Northern Ireland. The projects are required to address market failures and accelerate and increase investment in private sector led development, infrastructure and low carbon projects to deliver economic growth.
 
The company has changed its name to NIIF Limited on 29 November 2024.
 
The financial statements are presented in Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

2.


Effects of changes in accounting policies

The following IFRS standards, amendments and interpretations became effective during the financial year beginning on 1 July 2023:

Insurance contracts. This standard replaced IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. IFRS 17 fundamentally changes the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features. Effective for annual reporting periods beginning on or after 1 January 2023.

Accounting estimates (amendments to IAS 8). On February 12 2021, the IASB published Definition of Accounting estimates to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after 1 January 2023
 
Deferred tax (amendments to IAS 12). The amendments narrow the scope of initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. This requires companies to recognise both a deferred tax asset and liability for temporary differences arising on initial recognition of a lease and a decommissioning provision. effective for annual reporting periods beginning on or after 1 January 2023.
.
There are no further new IFRSs or IFRIC interpretations that are effective for the financial period beginning on or after 1 July 2023 that would be expected to have a material impact on the company.

The following IFRS standards, amendments, and interpretations, which had not yet been applied in these financial statements as they were not mandatory, were in issue but not yet effective during the financial year beginning on 1 July 2023. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Lease liability in a Sale and Leaseback - Amendments to IFRS 16 Leases. On initial recognition, the seller-lessee includes variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction. After initial recognition, the seller-lessee applies the general requirements for subsequent accounting of the lease liability such that it recognises no gain or loss relating to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 
 
Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation of Financial Statements The amendments are effective for annual periods beginning on or after 1 January 2024.
 
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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.       Effects of changes in accounting policies (continued)

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements. Entities must disclose the effects of these arrangements on financial position, cash flows, and liquidity, including changes in related liabilities. Additional disclosures cover terms, conditions, and the amounts involved. Effective for annual reporting periods beginning on or after 1 January 2024.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the company.


3.Accounting policies


3.1

Going concern

After making enquiries, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
3.2

Revenue

Revenue represents interest, commitment fees and arrangement fees on loans advanced. Revenue is recognised in line with each loan agreement on an accruals basis in the profit and loss account.

The Company does not expect to have any contracts where the period between the transfer of the promised services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.


3.3

Interest income

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


3.4

Finance costs

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


3.5

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.Accounting policies (continued)


3.6

Financial assets

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.
Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through profit and loss, which are measured at fair value.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets and non-current assets. The Company’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the statement of financial position.
Impairment of financial assets
Financial assets, other than those 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 of the investment have been affected. Other receivables are classified as either performing in accordance with the loan agreements, performing in accordance with revised terms or not performing. Management monitor classifications are revise as required.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.


3.7

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. The Company does not have any financial liabilities at fair value through profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.
Trade and other payables
Trade payables are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
 
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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.Accounting policies (continued)


3.7     Financial liabilities (continued)

Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.


3.8

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.


4.


Accounting estimates and judgements

In the application of the Company’s accounting policies, the director is 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.


5.


Revenue


The following is an analysis of the Company's revenue for the year from continuing operations:


2024
2023
£
£


Loan interest and fees
5,985,735
3,494,254


Estimates and assumptions

There are no significant estimates or assumptions within revenue.

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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and it's associates:


2024
2023
£
£

Fees payable to the audit and it's associates for the audit of the Company's financial statements
14,704
9,300

Fees payable to the auditor and it's associates in respect of:
All non-audit services not included above
4,400
3,900

7.


Employees

The Company did not have any employees under contracts of service during the year (2023: Nil).


8.


Finance income and expense

Recognised in profit or loss


2024
2023
£
£
Finance income

Interest on:
- Bank deposits
2,723,358
864,483

Total interest income arising from financial assets
2,723,358
864,483


Total finance income

2,723,358
864,483

Other loan interest payable
7,927,977
3,409,155

Total finance expense
7,927,977
3,409,155


Net finance expense recognised in profit or loss
(5,204,619)
(2,544,672)






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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.


Trade and other receivables


2024
2023
£
£


Accrued income
440,052
231,496

Other receivables
61,479,318
52,347,259

Total trade and other receivables
61,919,370
52,578,755

Less: current portion - accrued income
(440,052)
(231,496)

Less: current portion - other receivables
(41,489,960)
(28,549,217)

Total current portion
(41,930,012)
(28,780,713)

Total non-current portion
19,989,358
23,798,042

All amounts within other receivables are wholly repayable within 5 years as at 30 June 2024 (not by monthly instalments) and accrue interest at a rate specified within the facility agreement. The Company has debentures in place creating fixed and floating security over the assets of the borrowers.





2024
2023
£
£

Repayments of other receivables fall due as follows:


Within one year
41,930,012
28,780,713

Between 1-2 years
7,986,194
5,926,859

Between 2-5 years
12,003,164
17,871,183

61,919,370
52,578,755

2024
2023
£
£

Classification based upon performance of other receivables:


Fully performing in accordance with the original loan agreements
19,756,632
27,004,433

Not provided for but in accordance with revised repayment terms
42,162,736
25,574,320

Loan impairment required
-
-

61,919,368
52,578,753

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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Trade and other payables


2024
2023
£
£


Trade payables
26,815
-

Other payables
16,284,205
8,356,227

Accruals
1,010,721
940,084

Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
17,321,741
9,296,311

Less: current portion - trade payables
(26,815)
-

Less: current portion - accruals
(1,010,721)
(940,084)

Total current portion
(1,037,536)
(940,084)

Total non-current position
16,284,205
8,356,227

Other payables due in more than one year are amounts due to the Department of Finance which are repayable in line with the repayments of other receivables within note 9.


11.


Loans and borrowings

2024
2023
£
£

Non-current

Other loans - secured
150,000,000
150,000,000

The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
Loan Terms
The loan is repayable to the Department of Finance upon the receipt of the capital amounts within other receivables. The loan accrues interest to the extent the amounts are considered payable.

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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


Loans and borrowings (continued)

Security
a) In order to secure the liabilities owed by NIIF Limited, the Investor, NIIF Limited has to:
i) create a first ranking charge (expressed as a fixed charge) over the accounts in the form of the Accounts Charge;
ii) create security in favour of the investor in respect of each equity investment and certain other related rights, in the form of the Share Security Agreement;
iii) execute the Assignment agreement and shall, in respect of each project loan agreement entered into between NIIF Limited and a final recipient, serve such notice of such assignment on, and obtain an acknowledgement from, each final recipient and shall deliver to the investor copies of such notice and acknowledgement within 5 business days of the date of each project loan agreement; and
iv) in respect of each project loan and equity investment, grant such additional security as may be deemed necessary by the investor and agreed with NIIF Limited as part of the approval process for the relevant project.

12.


Share capital

Authorised

2024
2024
2023
2023
Number
£
Number
£

Shares treated as equity
Ordinary shares of £1.00 each

1

1

1
 
1
 
1

1

1
 
1
 

Issued and fully paid


2024
2024
2023
2023
Number
£
Number
£

Ordinary shares of £1.00 each

At 1 July and 30 June
1

1

1
 
1
 

The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at the meetings of the Company.

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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Reserves


Share capital
Represents the nominal value of shares that have been issued.

Retained earnings

This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to shareholders.
 


14.


Financial instruments - fair values and risk management

14.1 Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.1 Accounting classifications and fair values (continued)
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14.2 Financial risk management

The Company's activities exposes it to a variety of financial risks; market risks, credit risks, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of the marketplace and seeks to minimise potential adverse effects on the Company's financial performance.


15.


Controlling party

Ultimate controlling party is Ocorian Trustee (UK) Limited as on 3 May 2024.

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NIIF LIMITED (FORMERLY KNOWN AS GFS CORPORATE DIRECTOR II LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.

Notes supporting statement of cash flows

2024
2023
£
£


Cash at bank available on demand
105,402,372
106,717,557

Cash and cash equivalents in the statement of financial position

105,402,372
106,717,557


Cash and cash equivalents in the statement of cash flows
105,402,372
106,717,557

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