Company registration number 04612245 (England and Wales)
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
M Edwards
Richard Little
Neil Rae
Daniel North
Prince Dakpoe
Secretary
Infrastructure Managers Limited
Company number
04612245
Registered office
8th Floor
6 Kean Street
London
WC2B 4AS
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Bankers
Citibank N.A
CGC Centre
Canary Wharf
London
E14 5LB
Solicitors
Addleshaw Goddard LLP
Milton Gate
60 Chiswell Street
London
EC1Y 4AG
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 8
Directors' responsibilities statement
9
Independent auditors' report
10 - 16
Group statement of comprehensive income
17
Group statement of financial position
18
Company statement of financial position
19
Group statement of changes in equity
20
Company statement of changes in equity
21
Group statement of cash flows
22
Notes to the financial statements
23 - 38
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their Strategic report of Road Management Services (Darrington) Holdings Limited ("the Group") for the year ended 31 December 2024.

Principal Objectives and Strategies

The principal activity of Road Management Services (Darrington) Holdings Limited ( "the Company") during the year was that of a holding company for Road Management Services (Darrington) Limited and its subsidiary, Road Management Services (Finance) PLC, (together "the Group"). The principal objectives of Road Management Services (Darrington) Limited were to operate and maintain the Roadway Concession in line with the contracted terms. In doing so the entity intends to ensure that the full amount of income is collected in the form of Congestion Management Payments as entitled under the contract.

 

On 13 February 2003, the Company entered into a design, build, finance and operate (DBFO) contract ("Roadway Concession") with the Secretary of State for the Environment, Transport and the Regions to upgrade a 53km section of the A1(M) in Yorkshire from Dishforth to Darrington. The contract is in the operational phase and in year 21 of its 33 year term, expiring in May 2036.

 

The new construction works comprised of two major schemes to upgrade the road to motorway standard.

 

The first scheme was the improvement of the A1 between Darrington and Hook Moor, the junction with the M1, and is referred to as the A1(M) Ferrybridge to Hook Moor Scheme. The existing dual two lane all-purpose trunk road was upgraded to a dual three lane motorway constructed to a new alignment, amounting to 16.5Km, bypassing the communities of Knottingley, Ferrybridge, Brotherton and Fairburn.

 

A new junction, known as Holmfield Interchange, was built between the A1(M) and the M62, located to the north-west of Westcliffe Hill and to the north of Pontefract, close to Ferrybridge Power Station. The interchange caters for six of the possible eight movements between the proposed motorway and the M62. The two movements not accommodated are the M62 westbound to the A1 southbound and the A1 northbound to the M62 eastbound. Both of these movements continue to utilise the existing M62/A1 Junction 33 at Ferrybridge. Due to free-flow design, many link roads pass over or under the link roads as well as the two motorways, resulting in the need for seven bridges with an additional two to allow for the motorway to cross adjacent side roads.

 

The scheme also includes works to de-trunk parts of the existing A1 trunk road, some of which have become two-lane single carriageway roads, handed back to the local authority.

The second scheme was to upgrade the existing A1 motorway standard between Wetherby and Walshford on a new alignment, amounting to 5.3Km of new road to the east of the existing roadway. The motorway is typically dual three lane standard, except for a short length of two lane standard at the southbound tie-in with Wetherby Bypass. The existing A1 was retained for local access purposes, de-trunked and handed back to the local authority.

 

The two lane section at Wetherby Bypass was upgraded by National Highways Limited with completion in July 2009, such that the whole length of the Project Road is dual three lane standard.

 

The Group continues to maintain the Project Road and will continue to do so in accordance with the requirements of the DBFO contract for the remaining term of the concession.

 

Commencing on 7 May 2003 and for a period of 33 years, the Group is receiving annual Congestion Management Payments for carrying out the operation and maintenance of the roads to the satisfaction of National Highways Limited.

Future development

The directors intend for the business to continue to operate in line with the contractual terms and do not expect any strategic changes.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Performance review

The Company has performed inline with the directors' expectations and model forecasts with the results for the year detailed in the Directors' report.

 

Whilst the Group's turnover for the year varies from the prior period, it is in line with the directors' expectations given the fluctuation in RPI within the year. RPI is used to not only calculate the fees payable by National Highways Limited, under the terms of the contract, but also impacts all costs incurred, including senior debt costs, all of which are included within the turnover calculation. Further details of the methodology used to calculate turnover can be found in the accounting policies. As such the Group has performed in line with the directors' expectations and model forecasts.

Principal risks and uncertainties

The risk management policy of the Group is designed to identify and manage risk at the earliest point. The Group keeps a detailed risk register which is formally reviewed by the board on a bi-annual basis.

The Group's exposure to financial instruments and interest rate risk, price risk, credit risk, liquidity risk, major maintenance replacement risk and legislative risks are detailed below:

 

Financial Instruments and Interest Rate Risk

A subsidiary of the Group, Road Management Services (Finance) PLC, has raised finance through guaranteed secured bonds and has on-lent these to Road Management Services (Darrington) Limited.

 

The financial liabilities comprise a 2.8332% (coupon rate) Index Linked Guaranteed Secured Bond and a 2.3774% (coupon rate) Index Linked European Investment Bank ("EIB") loan and are therefore affected by fluctuations in RPI. This forms part of the Group's risk strategy, used to offset the effect of RPI on the Group's income. The financial assets comprise cash and short term investments. The return on cash is determined by bank market interest rates. The terms of the financial instruments ensure that the profile of the debt service costs is tailored to match expected revenues arising from the contract. The Group does not undertake financial instrument transactions that are speculative or unrelated to the trading activities.

 

Price Risk

A proportion of the cash flows generated from the roadway concession increase in line with RPI inflators and this covers all expenditure which is affected by inflation.

 

Credit Risk

The roadway concession cash flows are secured under contract with the National Highways Limited, a government body. As such the directors of the Group consider it to be exposed to very low credit risk.

 

Liquidity Risk

The Group is required to hold at all times funds in a special reserve account equal to the sum required for the next two debt service payments. Under the financing arrangements the Group can elect to make a loan to the shareholders, via its immediate parent undertaking, from this reserve account in return for Letters of Credit amounting to the same value. As at 31 December 2024 such loans totaled £19,500K (2023: £19,500K). In addition the Group is required to maintain levels of net cash flow in each year equal to 1.125 times the annual debt service payments.

 

The directors acknowledge that the AMBAC rating was downgraded in November 2008 and April 2009 (to below BBB) and that this created uncertainty due to the risk that EIB may request that this institution be replaced. Consistent with previous years, we note a waiver letter was provided by EIB in respect of the AMBAC downgrade, dated 13 March 2025, which covers the period to 30 April 2026. Given the continued discussions with EIB, the directors are assured that adequate safeguards are in place to enable this funding to remain in place for the foreseeable future and therefore consider the liquidity risk low.

 

The liquidity risk is further managed via intra-group loan agreements in place to define funding arrangements between the Group and Road Management Services (Darrington) Holdings Limited.

 

Major Maintenance Replacement Risk

The Group takes the risk that its projections for ongoing major maintenance replacement of the roadway are adequate. These projections have been agreed with third parties and are subject to regular review by the directors.

 

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Legislative Risk

The Group faces legislative risks such as any matters which would normally materially increase the flow of traffic on the roadway through restrictions placed on traffic movements of any alternative routes, a policy which forces traffic onto this roadway, or by major developments in the locality which increases traffic volumes, which could adversely impact on the Group. These risks are managed by close monitoring by management of significant developments and maintaining an awareness regarding exposure to penalties.

Contractual risk

The Group has taken on the activity, as detailed above and is risk averse in its trading relationships with customers, funders and sub-contractors as determined by the terms of the respective PFI (Private Finance Initiative) contracts. In extreme circumstances, the Group could be exposed to sub-contractor failure to perform their obligations. The directors monitor the financial stability of its sub-contractors and has contingency plans in place to ensure the continuity of service provisions to its client should the sub-contractor become unable to perform its obligations. The financial risks and the measures taken to mitigate these risks are detailed within the above within this Strategic Report.

 

Key performance indicators

Three key performance indicators are used to measure the performance of the Group:

 

(1) The maximisation of the revenue from the Congestion Management Payments, which require the traffic to be moving at a minimum of 90km per hour. This is monitored regularly by the directors and if sources of delays are found to be remediable the management team take the appropriate action. However, by the nature of congestion some delays are outside of the management team's control and subject to external causes. The directors have not identified any concerns with regards to the management of congestion.

 

(2) The achievement of cash flow targets as set out in the annual budgets. The annual budgets are accurate as the result of the experience gained during the last 21 years and did not vary significantly in 2024.

 

(3) The maintenance and improvement of the shareholders' internal rate of return as projected in financial models which are produced on a six-monthly basis. This is monitored regularly by the directors through regular reporting by the management team as detailed in Section 172 of this report. The directors are satisfied with the Group's performance.

 

Climate Change

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

Going concern

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

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Section 172 statement

The following disclosure describes how the Board has had regard to the matters set out in section 172 (1) (a) to (f) and forms the Directors' Statement required under section 414CZA of the Companies Act 2006.

 

The purpose of the Group is to design, build, finance and operate the A1 road between Darrington and Dishforth over a concession period of 33 years to the satisfaction of National Highways Limited. The Group's aim is to work in partnership with National Highways Limited to provide effective infrastructure, in which congestion is managed and with a focus on the safety performance of the road. This shapes the Group's values and objectives and defines long term success. Decisions are taken in the context of this ethos of working in partnership. The Group has the long term funding in place, as described in the Directors' Report. The detailed PFI contracts set out the relationships with National Highways Limited, debt funders, maintenance and operations contractors. These parties are the Group's main stakeholders. The Group also works with the local authority to ensure their requirements are met. Debt funders are provided with operational and financial performance reports on a quarterly basis. The operational management team works closely with National Highways Limited and the maintenance and operations contractors to programme major works on the road. National Highways Limited receive regular updates on programmed works and applications for road closures to enable major works, so that disruption to the public can be kept to a minimum. The Group ensures that the road is maintained to the required standards and works collaboratively to ensure that factors impacting traffic flow are addressed between the parties. The Group does not have any employees.

The Board is an experienced team with representatives of all shareholders. The Board members have experience of working with other key stakeholders, which enables them to identify the long term consequences of the principal decisions. The Board meet on a quarterly basis and information is provided at the meetings by the operational and financial management teams. This information will have regard to health and safety matters, the operational and financial performance of the project, planned major maintenance works and relationships with the client and the main sub-contractors. The operational and financial management team make recommendations to the Board of directors. These are considered at the quarterly board meetings. These Board meetings are minuted and actions arising are monitored. Decisions made by the directors that have a financial impact are accounted for in a concession length forecast of financial performance.

 

Principle decisions of the Group are those that are key to the Group's success. These include but are not limited to: decisions impacting upon the relationships between the parties, decisions impacting upon the availability and safety of the road and decisions impacting the return to the shareholders.

 

The principal decisions made by the Board of directors during the year ended 31 December 2024 related in the main to major maintenance expenditure and payment of dividends.

 

Major maintenance expenditure is planned following asset condition surveys, with the aim to maintain the asset at the required contractual standards and to ensure that the asset will meet the required contractual standards at the end of the concession. The delivery of these works is carefully planned with the maintenance and operation contractors and client, to ensure minimum disruption to the users of the roads and the safety of the contractors' employees.

 

The above decisions ensure that the relationships between the parties that work together in partnership continue and that the road is maintained with minimum disruption to users. The safety performance of the road is maintained both in terms of users and the health and safety of the contractors' staff. These decisions ensure the long term success of the project, which protects shareholder returns.

 

Dividends are declared only after having had regard to the Group's ability to meet its debt payments and covenant ratios both now and in the future. This ensures the stability of the Group to allow it to continue providing an asset to its client, for use by the public.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

This report was approved by the board of directors on 24 April 2025 and signed on behalf of the board by:

Neil Rae
Director
24 April 2025
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

The directors present their annual report and the audited consolidated financial statements of Road Management Services (Darrington) Holdings Limited ("the Company") for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 17.

Ordinary dividends were paid amounting to £8,486,025 (2023: £6,308,616). The directors do not recommend payment of a final dividend.

Directors

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

M Edwards
Richard Little
Neil Rae
Daniel North
Prince Dakpoe
(Appointed 21 October 2024)
Qualifying third party indemnity provisions

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

Auditors

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

Energy and carbon report

The chosen intensity measurement ratio is the total gross emissions in metric tonnes CO2e per equivalent full time employee (based on contractors engaged in the year), being the recommended ratio for the sector.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
1,146
1,311
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
2.80
3.20
- Fuel consumed for owned transport
75.80
103.50
78.60
106.70
Scope 2 - indirect emissions
- Electricity purchased
229.00
267.80
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
4.90
4.90
Total gross emissions
312.50
379.40
Intensity ratio
Tonnes CO2e per full time equivalent employee
6.79
8.82
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Group Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full time equivalent employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

During the year ended 31 December 2024 the Group completed the installation of LED lighting units, in place of the previous incandescent fittings, on all lighting columns.  The Group also specified the use of low temperature asphalt for the major resurfacing scheme on Wetherby Bypass which reduces the amount to carbon in the mixing process and made extensive use of a relatively new technique to repair potholes and fretting, which uses recycled material instead of virgin material.  This repair solution by Thermal Road Repairs reduces carbon emissions by using 100% recycled material and reduced construction vehicles and claims over 85% savings in carbon emissions compare to traditional repair methods.   The Group continues to recommend the use of video conferencing for meetings wherever possible so as to reduce travel.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and objectives/uncertainties, going concern and financial instruments.

Statement of disclosure to auditors

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 auditors of the company are 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 auditors of the company are aware of that information.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
This report was approved by the board of directors on 24 April 2025 and signed by order of the board by:
Steve Cooper
For and on behalf of Infrastructure Managers Limited
Secretary
24 April 2025
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have have prepared the group and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

 

Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:

 

 

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.

 

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.

 

Directors’ confirmations

Each of the directors, whose names and functions are listed in The Directors' report confirm that, to the best of their knowledge:

The financial statements were approved and signed by the director and authorised for issue on 24 April 2025

 

 

 

 

Neil Rae

Director        

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
- 10 -
Report on the audit of the financial statments
Opinion

In our opinion, Road Management Services (Darrington) Holdings Limited's group financial statements and company financial statements ("the financial statements"):

 

We have audited the financial statements, included within the Annual Report and Consolidated Financial Statements (the “Annual Report”), which comprise: the Consolidated and Company Statements of Financial Position as at 31 December 2024; the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
- 11 -
Our audit approach

 

Overview

Audit scope

•    The group’s financial statements comprise three components, each of which was subject to a full scope     audit.

 

Key audit matters

•    Revenue recognition (group)

•    Impairment of investments (parent)

 

Materiality

•    Overall group materiality: £1,436,350 (2023: £527,900) based on 5% of EBITDA (2023:profit before tax)

•    Overall company materiality: £275,430 (2023: £282,320) based on 1% of total assets.

•    Performance materiality: £1,077,260 (2023: £395,925) (group) and £206,573 (2023: £211,740) (company).

 

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

 

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

This is not a complete list of all risks identified by our audit.

 

The key audit matters below are consistent with last year.

Key audit matter
How our audit addressed the key audit matter

Revenue recognition (group)

The Group entered into a design, build, finance and operate (DBFO) contract with the Secretary of State for the Environment, Transport and the Regions (the "Authority") to upgrade the 53km section of the A1 (M) in Yorkshire from Darrington to Dishforth. The Group accounts for the asset created under this service concession arrangement as a fixed asset. The congestion management payments received monthly from the Authority are adjusted to reflect the revenue that has been earned during the year, based on a margin calculated on the expenditure (including operating costs, depreciation and net finance costs) incurred during the year. This can result in an accrued or deferred position, currently disclosed within 'Other debtors' in the financial statements. Due to the estimates required to calculate the margin and its impact on the recognition of revenue and other debtors, we consider this risk to be a key audit matter. (Refer to note 14 to the financial statements).

Our audit procedures for addressing this risk included the following: - We tested the congestion management payments received from the Authority against invoices and evidence of cash receipt and used this to determine an expectation for total congestion management revenue for the year. We re-performed the calculation of what revenue was to be recognised and therefore what adjustment was to be made to the congestion management payments received and posted to other debtors. We compared the margin applied to costs to determine revenue to be recognised for the current year against the margin applied in the prior year and investigated any differences. Our audit work did not highlight any issues and we therefore concluded that revenue was not materially misstated.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
Key audit matter
How our audit addressed the key audit matter
- 12 -

Impairment of investments (parent)

The company holds an investment in Road Management Services (Darrington) Limited. The carrying value of the investment at 31 December 2024 is £525,000. As per the company's accounting policies, a review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. We focused on this area due to the material value of the investment in the separate financial statements of the parent. (Refer to note 12 to the financial statements).

Our audit procedures for addressing this risk included the following: - We obtained and reviewed management's impairment indicator assessment and assessed it for reasonableness. - We also obtained management's valuation of the investments to confirm that the recoverable amount exceeded the carrying amount. - We reviewed management's evaluation to ensure it is not contradicted by work performed throughout our audit of the Group. - We tested the mathematical accuracy of management's valuation and tested the assumptions used for reasonability. - We reviewed minutes of board meetings to identify any matters that may be indicative of the investment being impaired. Our audit work did not highlight any issues and we therefore concluded that no indicators for impairment exists and that the recoverable amount of the investment exceeds its carrying value.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate.

 

The group comprises of 3 components; being the holding company, Road Management Services (Darrington) Holdings Limited; the operating subsidiary, Road Management Services (Darrington) Limited, and the financing vehicle of the project, Road Management Services (Finance) PLC. The principal objectives of the group are to operate and maintain the Roadway Concession in line with the contracted terms under the Private Finance Initiative ('PFI'). All of the group's operations are within the UK and are partially funded by the debts listed on the London Stock Exchange.

 

A full scope audit over all components.

 

All audit work was performed by the same engagement team within the UK.

 

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the group’s and company’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s and company’s financial statements.

 

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

 

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
- 13 -

 

Financial statements - group

Financial statements - company

Overall materiality

£1,436,350 (2023: £527,900).

£275,430 (2023: £282,320).

How we determined it

5% of EBITDA (2023: profit before tax)

1% of total assets

Rationale for benchmark applied

EBITDA is a generally accepted auditing benchmark for PIE PE backed entities.

The company is a holding company to the group and as such total assets is considered the most appropriate benchmark.

 

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between £275,430 and £993,320. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality.

 

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £1,077,260 (2023: £395,925) for the group financial statements and £206,573 (2023: £211,740) for the company financial statements.

 

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount in the middle of our normal range was appropriate.

 

We agreed with those charged with governance that we would report to them misstatements identified during our audit above £143,635 (group audit) (2023: £52,790) and £27,543 (company audit) (2023: £28,232) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
- 14 -

Conclusions relating to going concern

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

 

• obtaining and assessing management's going concern assessment and cash flow forecasts covering the expected life of the asset, including the 12-month period from the authorisation of this set of financial statements. Based on the review of the assessment and forecasts, the company has adequate resources to continue in operational existence for the foreseeable future (including a period of 12 months from the authorisation of this set of financial statements) and to make timely repayments to the EIB;

 

• assessing the covenants and other terms and conditions, including the qualifying status of the Guarantor to the loan, laid out in the collateral deed. In response to the credit rating downgrade of the Guarantor (AMBAC), which resulted in AMBAC losing its qualifying status, the client obtained a waiver letter from the bank confirming that the bank will not seek to replace the Guarantor for a period of at least 12 months from authorisation of this set of financial statements. Based on the assessment no non-compliance during the year was noted, nor is non-compliance forecasted in for a period of 12 months from authorisation of this set of financial statements; and

 

• reviewing the going concern disclosures in accordance with the requirements of FRS 102 and ISA (UK) 570.

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's and 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.

 

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.

 

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

 

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

 

With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

 

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
- 15 -

Strategic Report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

 

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report.

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries in order to improve reported performance and financial position. Audit procedures performed by the engagement team included:

 

•    Enquiries of management around known or suspected instances of non-compliance with laws and     regulations, claims and litigation, and instances of fraud;

•    Understanding of management's controls designed to prevent and detect irregularities;

•    Review of board minutes;

•    Challenging management on assumptions and judgements made in their significant accounting     estimates;

•    Identifying and testing journal entries to assess whether any of the journals appeared unusual, for     example impacting revenue or distributable reserves; and

•    Reviewing financial statement disclosures and testing to supporting documentation, where appropriate,     to assess compliance with applicable laws and regulations.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
- 16 -

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

 

Our audit testing might include testing complete populations of certain transactions and balances, possibly using

data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than

testing complete populations. We will often seek to target particular items for testing based on their size or risk

characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population

from which the sample is selected.

 

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. In our engagement letter, we also agreed to describe our audit approach, including communicating key audit matters.

 

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

 

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 

 

We have no exceptions to report arising from this responsibility.

Paul Cheshire (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
24 April 2025
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2024
2023
Notes
£000's
£000's
Turnover
3
37,097
51,245
Cost of sales
(15,036)
(13,550)
Gross profit
22,061
37,695
Administrative expenses
(1,149)
(1,087)
Operating profit
4
20,912
36,608
Interest receivable and similar income
7
2,086
1,634
Interest payable and similar expenses
8
(15,177)
(27,684)
Profit before taxation
7,821
10,558
Tax on profit
9
(1,955)
(2,472)
Profit for the financial year
5,866
8,086

All of the activities of the group are from continuing operations.

The notes on pages 23 to 38 form part of these financial statements.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 18 -
2024
2023
Notes
£000's
£000's
£000's
£000's
Fixed assets
Tangible assets
11
157,905
165,720
Investments
12
19,500
19,500
177,405
185,220
Current assets
Debtors: amounts falling due within one year
14
37,551
42,390
Cash at bank and in hand
25,334
21,922
62,885
64,312
Creditors: amounts falling due within one year
15
(16,729)
(17,606)
Net current assets
46,156
46,706
Total assets less current liabilities
223,561
231,926
Creditors: amounts falling due after more than one year
16
(184,459)
(189,942)
Provisions for liabilities
Deferred tax liability
18
(5,275)
(5,537)
(5,275)
(5,537)
Net assets
33,827
36,447
Capital and reserves
Called up share capital
19
520
520
Profit and loss reserves
33,307
35,927
Total equity
33,827
36,447

The notes on pages 23 to 38 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 24 April 2025 and are signed on its behalf by:
24 April 2025
Neil Rae
Director
Company registration number 04612245 (England and Wales)
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 19 -
2024
2023
Notes
£000's
£000's
£000's
£000's
Fixed assets
Investments
12
20,025
20,025
Current assets
Debtors: amounts falling due within one year
14
961
1,321
Debtors: amounts falling due after more than one year
14
6,557
6,886
7,518
8,207
Creditors: amounts falling due within one year
15
(966)
(1,326)
Net current assets
6,552
6,881
Total assets less current liabilities
26,577
26,906
Creditors: amounts falling due after more than one year
16
(26,057)
(26,386)
Net assets
520
520
Capital and reserves
Called up share capital
19
520
520

The notes on pages 23 to 38 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £8,486,025 (2023: £6,308,616 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 April 2025 and are signed on its behalf by:
24 April 2025
Neil Rae
Director
Company registration number 04612245 (England and Wales)
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
Called up share capital
Profit and loss reserves
Total
Notes
£000's
£000's
£000's
Balance at 1 January 2023
520
34,150
34,670
Year ended 31 December 2023:
Profit and total comprehensive income
-
8,086
8,086
Dividends
10
-
(6,309)
(6,309)
Balance at 31 December 2023
520
35,927
36,447
Year ended 31 December 2024:
Profit and total comprehensive income
-
5,866
5,866
Dividends
10
-
(8,486)
(8,486)
Balance at 31 December 2024
520
33,307
33,827

The notes on pages 23 to 38 form part of these financial statements.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
Called up share capital
Profit and loss reserves
Total
Notes
£000's
£000's
£000's
Balance at 1 January 2023
520
-
0
520
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
6,309
6,309
Dividends
10
-
(6,309)
(6,309)
Balance at 31 December 2023
520
-
0
520
Year ended 31 December 2024:
Profit and total comprehensive income
-
8,486
8,486
Dividends
10
-
(8,486)
(8,486)
Balance at 31 December 2024
520
-
0
520

The notes on pages 23 to 38 form part of these financial statements.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
2024
2023
Notes
£000's
£000's
£000's
£000's
Cash flows from operating activities
Cash generated from operations
22
33,351
31,502
Interest paid
(7,148)
(7,259)
Income taxes paid
(2,867)
(3,081)
Net cash inflow from operating activities
23,336
21,162
Investing activities
Loans made to other entities
-
(10,500)
Interest received
2,086
1,634
Net cash generated from/(used in) investing activities
2,086
(8,866)
Financing activities
Repayment of borrowings
(657)
(655)
Repayment of bank loans
(12,867)
(13,930)
Dividends paid to equity shareholders
(8,486)
(6,309)
Net cash used in financing activities
(22,010)
(20,894)
Net increase/(decrease) in cash and cash equivalents
3,412
(8,598)
Cash and cash equivalents at beginning of year
21,922
30,520
Cash and cash equivalents at end of year
25,334
21,922

The notes on pages 23 to 38 form part of these financial statements.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
1
Accounting policies
Company information

Road Management Services (Darrington) Holdings Limited (“the company”) is a private limited company limited by shares incorporated in the United Kingdom and is registered in England and Wales. The registered office is 8th Floor, 6 Kean Street, London, WC2B 4AS.

 

The group consists of Road Management Services (Darrington) Holdings Limited and all of its subsidiaries.

 

The principal activity of the Company during the year was that of a holding company for Road Management Services (Darrington) Limited and its subsidiary, Road Management Services (Finance) PLC. The principal objectives of Road Management Services (Darrington) Limited were to operate and maintain the Roadway Concession in line with the contracted terms. In doing so the entity intends to ensure that the full amount of income is collected in the form of Congestion Management Payments as entitled under the contract.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000's.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

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

 

1.2
Basis of consolidation

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

 

All financial statements are made up to 31 December 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.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

 

In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Group and Company's annual financial statements. On 26 February 2004, Road Management Services (Finance) PLC, which is a member of the Road Management Services (Darrington) Holdings Limited group of companies, authorised the creation and issue of £113,240,000 in aggregate principal amount of 2.8332 per cent Secured Guaranteed Sterling Index Linked Bonds due 2035. It also entered into a loan agreement with the European Investment Bank ("EIB") under which EIB granted a loan of £105,000,000 at 2.3774 per cent Index Linked. The bonds and bank loan have the benefit of an unconditional and irrevocable financial guarantee as to all payments of interest and principal issued by the monoline insurer AMBAC. All funds were on-loaned to the Company's subsidiary, Road Management Services (Darrington) Limited on the same back to back terms.

 

The bond and bank loan have the benefit of an unconditional and irrevocable financial guarantee as to all payments of interest and principal issued by AMBAC. The directors acknowledge that the AMBAC rating was downgraded in November 2008 and April 2009 (to below BBB) and that this created uncertainty due to the risk that EIB may request that this institution be replaced. Consistent with previous years, we note a waiver letter was provided by EIB in respect of the AMBAC downgrade, dated 13 March 2025, which covers the period to 30 April 2026. Given the continued discussions with EIB, the directors are assured that adequate safeguards are in place to enable this funding to remain in place for the foreseeable future.

1.4
Turnover

Turnover is recognised to reflect the value of services provided through applying a margin on the expenditure incurred over the life of the contract (including operating costs, depreciation and net finance costs), the margin being reviewed annually by reference to the risk related to the contract's stage of completion and an assessment of the overall contract margin anticipated over its 33 year life. No margin was recognised during the construction phase of the concession.

1.5
Tangible assets

Tangible assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Long term leasehold property
Over 30 years
Plant and machinery
Over 5-15 years
Road construction costs
On an annuity basis over the remaining periods of the concession's contract

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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.

1.7
Impairment of fixed assets

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

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

1.8
Cash and cash equivalents

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

 

The Group is obligated to keep cash reserves as ta the balance sheet date in respect of the requirements in the Group funding arrangements. This restricted cash balance, which is shown in "cash at bank and in hand" balance amounts to £12,080k (2023: £9,879K).

1.9
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 statement of financial position when the group becomes party to the contractual provisions of the instrument.

Basic financial assets

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

Other financial assets

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

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 26 -
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.

Derecognition of financial liabilities

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

1.10
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.

1.11
Taxation

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

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 27 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 income statement, 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.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Impairment of assets

The carrying value of those assets recorded in the Company's Statement of financial position, at amortised cost less any impairment losses, or fixed assets held at cost less any accumulated depreciation, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of financial position. Any reduction in value arising from such a review would be recorded in the Statement of comprehensive income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows. Consideration is also given with regards to the recoverability of the borrowings, in light of the down grading of the AMBAC guarantee, as detailed in the going concern review within this report.

Service concession contract

Accounting for the service concession contract and the revenue that is recognized requires estimation of service margin and future costs which is based on projected trading results to the end of the contract.

3
Turnover and other revenue
2024
2023
£000's
£000's
Turnover analysed by class of business
Rendering of services
37,097
51,245

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

4
Operating profit
2024
2023
£000's
£000's
Operating profit for the year is stated after charging:
Depreciation of owned tangible assets
7,815
7,185
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
5
Auditors' remuneration
2024
2023
Fees payable to the company's auditors and associates:
£000's
£000's
For audit services
Audit of the financial statements of the group and company
6
3
Audit of the financial statements of the company's subsidiaries
23
53
29
56

In addition the the Company's own audit fee, it has borne a fee for a number of other Group companies amounting to £23K (2023: £22K).

6
Employees

The average number of persons employed by the Group during the financial year amounted to nil (2023: nil). The directors are not employed by the Group and receive remuneration from another company for their services as directors of this Group and a number of fellow subsidiaries. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.

7
Interest receivable and similar income
2024
2023
£000's
£000's
Interest income
Interest on bank deposits
1,149
901
Interest receivable from fixed asset investments
937
733
Total income
2,086
1,634

In the prior year, Interest receivable from fixed asset investments of £733K was disclosed as Interest receivable from group companies. This revised description aligns better with Companies Act definitions.

8
Interest payable and similar expenses
2024
2023
£000's
£000's
Interest on bank overdrafts and loans
13,846
26,268
Interest payable to group undertakings
542
591
Other interest and charges
789
825
Total finance costs
15,177
27,684

In the prior year, Interest payable to group undertakings of £591K and Other interest and charges of £825K were disclosed in total as Other interest of £1,416K. The revised split and descriptions in the current year align better with Companies Act definitions.

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
9
Taxation on profit
2024
2023
£000's
£000's
Current tax
UK corporation tax on profits for the current year
2,217
2,710
Adjustments in respect of prior periods
-
0
3
Total current tax
2,217
2,713
Deferred tax
Origination and reversal of timing differences
(262)
(241)
Total tax charge
1,955
2,472

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

2024
2023
£000's
£000's
Profit before taxation
7,821
10,558
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,955
2,483
Adjustments in respect of prior years
-
0
3
Effect of change in corporation tax rate
-
(14)
Taxation charge
1,955
2,472

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

10
Dividends
2024
2023
2024
2023
Recognised as distributions to equity holders:
Per share
Per share
Total
Total
£
£
£000's
£000's
Ordinary shares
Interim paid
16.31
12.13
8,486
6,309
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
11
Tangible assets
Group
Long term leasehold property
Plant and machinery
Road construction costs
Total
£000's
£000's
£000's
£000's
Cost
At 1 January 2024 and 31 December 2024
201
269
235,003
235,473
Depreciation and impairment
At 1 January 2024
119
269
69,365
69,753
Depreciation charged in the year
9
-
0
7,806
7,815
At 31 December 2024
128
269
77,171
77,568
Carrying amount
At 31 December 2024
73
-
0
157,832
157,905
At 31 December 2023
82
-
0
165,638
165,720
The company had no tangible assets at 31 December 2024 or 31 December 2023.

The concession to operate the roadway has been acquired from National Highways Limited for a period of 33 years. Expenditure on improvements to the roadway is reflected in the roadway construction assets and includes net capitalised finance costs up to the date of completion of £31,524K (2023: £31,524k).

12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£000's
£000's
£000's
£000's
Investments in subsidiaries
13
-
0
-
0
525
525
Loans with group undertakings
14,000
14,000
14,000
14,000
Other loans
5,500
5,500
5,500
5,500
19,500
19,500
20,025
20,025

The Group, under its finance agreements is required at all times to hold funds in a special reserve account equal to the sum required for the next two debt service payments. Under the financing agreements the Group can elect to make a loan to shareholders, from this reserve account, in return for Letters of Credit amounting to the same value. These loans total £19,500K (2023: £19,500K).

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Group
Other loans
Loans with group undertakings
Total
£000's
£000's
£000's
Cost or valuation
At 1 January 2024 and 31 December 2024
5,500
14,000
19,500
Carrying amount
At 31 December 2024
5,500
14,000
19,500
At 31 December 2023
5,500
14,000
19,500

The total amount of loans made to companies owned by Semperian PPP Investment Holdings Limited, who are the ultimate parent and controlling party of Road Management (Darrington) Holdings Limited amounted to £14,000 (2023: £14,000). The remaining balance of £5,500K (2023: £5,500K) relates to loans made to AM Holdco Limited.

Movements in fixed asset investments
Company
Shares in subsidiaries
Other loans
Loans with group undertakings
Total
£000's
£000's
£000's
£000's
Cost or valuation
At 1 January 2024 and 31 December 2024
525
5,500
14,000
20,025
Carrying amount
At 31 December 2024
525
5,500
14,000
20,025
At 31 December 2023
525
5,500
14,000
20,025
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Road Management Services
(Darrington) Limited
8th Floor, 6 Kean Street, London, WC2B 4AS
Ordinary
100.00
-
Road Management Sevies (Finance) PLC
8th Floor, 6 Kean Street, LOndon, WC2B 4AS
Ordinary
-
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£000's
£000's
Road Management Services
(Darrington) Limited
33,832
5,866
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Subsidiaries
(Continued)
- 33 -

The carrying value of the investment is supported by the net assets of the subsidiary.

 

Road Management Services (Darrington) Limited was established as the project company to enter into a design, build, finance and operation contract with the Secretary of State for Environment, Transport and the Regions. Under these contracts they were granted the right, and undertook the obligation to design, build, finance and, for the 33-year contract term, operate and maintain two sections of the A1(M) in Yorkshire.

 

The finance for the projects was raised via Road Management Services (Finance) PLC, a subsidiary company with 100% of its share capital owned by Road Management Services (Darrington) Limited. On 26 February 2004, Road Management Services (Finance) PLC authorised the creation and issue of £113,240,000 in aggregate principal amount of 2.8332 percent Secured Guaranteed Sterling Index Linked Bonds due 2035, which are listed on the London Stock Exchange. It also entered into a loan agreement with the EIB under which the EIB granted it a loan of £105,000,000 at 2.3774 per cent Index Linked. On 31 March 2005, variation bonds with a nominal value of £1,500,000 were cancelled, reducing the nominal value of the bond to £111,740,000. A portion of this loan facility has the benefit of an unconditional and irrevocable financial guarantee as to all payments of interest and principal issued by European Investment Fund. Both the bond and EIB loan proceeds are being on-lent to the Road Management Services (Darrington) Limited.

14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000's
£000's
£000's
£000's
Trade debtors
49
7
-
0
-
0
Corporation tax recoverable
293
-
0
-
0
-
0
Amounts owed by group undertakings
328
340
832
1,185
Other debtors
33,123
38,357
129
136
Prepayments and accrued income
3,758
3,686
-
0
-
0
37,551
42,390
961
1,321
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
6,557
6,886
Total debtors
37,551
42,390
7,518
8,207
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Debtors
(Continued)
- 34 -

The Group, under its finance agreements is required at all times to hold funds in a special reserve account equal to the sum required for the next two debt service payments. Under the financing agreements the Group can elect to make a loan to shareholders, from this reserve account, in return for Letters of Credit amounting to the same value. As at 31 December 2024 such loans totalled £19,500K (2023: £19,500K). The loans attract interest at the equivalent rate received from bank deposits placed within the year, and is payable semi-annually on 31 March and 30 September. The loans are repayable if certain conditions are not met, for example, compliance with debt covenant ratios as specified in the senior loan agreements. The final maturity date of the loans is 31 March 2035 and interest accrued on the loans but not paid at 31 December 2024 amounted to £458K (2023: £475K).

 

The Other debtors represent accrued income in relation to the Group's policy of revenue recognition through applying a margin on expenditure, as described in the Accounting Policies, together with interest of £129K (2023: £136K) due from related parties on intercompany loans. Amounts owed by group undertakings represents similar interest due on intercompany loans, as described above. Both amounts of interest had previously been disclosed in the financial statements within amounts owed by group undertakings.

 

15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£000's
£000's
£000's
£000's
Bank loans
17
13,137
12,807
-
0
-
0
Other borrowings
17
328
656
328
656
Trade creditors
521
317
-
0
-
0
Amounts owed to group undertakings
131
142
594
622
Corporation tax payable
-
0
357
-
0
-
0
Other taxation and social security
806
811
-
-
Other creditors
44
48
44
48
Accruals and deferred income
1,762
2,468
-
0
-
0
16,729
17,606
966
1,326

Amounts owed to group undertakings represents accrued interest in respect of loan notes issued totaling £131K (2023: £142K ) to the majority shareholder, and Other creditors represents interest of £44k (2023: £48k) owed by other related parties on similar loan notes. This interest had previously been disclosed in the financial statements within Amounts owed to group undertakings. The remaining sums are trading balances and are non-interest bearing and repayable upon demand. Other borrowings represent capital repayments due in respect of the loan notes, payable within the year of £328K (2023: £656K).

16
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£000's
£000's
£000's
£000's
Bank loans and overdrafts
17
177,554
182,674
-
0
-
0
Other borrowings
17
6,557
6,886
26,057
26,386
Other creditors
348
382
-
0
-
0
184,459
189,942
26,057
26,386
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Creditors: amounts falling due after more than one year
(Continued)
- 35 -

Other borrowings by the Company relates to the pass through of shareholder loans as detailed in note 12, which were extended to the subsidiary company on the same terms. Other borrowings in the group relates to capital due on loan notes issued falling due after more than 1 year (see note 17).

 

Other creditors relate to commuted sums received from National Highways which will be ammortised over the remaining life of the concession.

Amounts included above which fall due after five years are as follows:
Payable by instalments
94,747
106,190
6,557
5,057
Payable other than by instalments
-
19,500
19,500
19,500
94,747
125,690
26,057
24,557
17
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£000's
£000's
£000's
£000's
Bank loans
190,691
195,481
-
0
-
0
Loans from group undertakings
5,164
5,657
24,664
25,157
Loans from related parties
1,721
1,885
1,721
1,885
197,576
203,023
26,385
27,042
Payable within one year
13,465
13,463
328
656
Payable after one year
184,111
189,560
26,057
26,386
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Loans and overdrafts
(Continued)
- 36 -

Loans from group undertakings reported for the Group relate to capital due on subordinated loan notes issued by the majority shareholders, with Loans to related parties relating to similar subordinated loan notes capital issued by an associate company. These related party capital balances were previously disclosed within the financial statements within Loans from group undertakings. Interest on all the loan notes is charged at 10% and is payable 6 monthly in March and September. The loan note capital is also repayable in 6 monthly instalments and are fully repayable in March 2035.

 

Loans from group undertakings owed by the Company to its subsidiaries are the shareholders loans entered into as part of the debt security, as detailed in note 12 as well a as the pass down of the subordinated loan notes recorded for the group.

 

On 26 February 2004, Road Management Services (Finance) PLC authorised the creation and issue of £113,240,000 in aggregate principal amount of 2.8332 per cent Secured Guaranteed Sterling Index Linked Bonds due 2035. Road Management Services (Finance) PLC also entered into a loan agreement with EIB under which EIB granted it a loan of £105,000,000 at 2.3774 per cent Index Linked. On 31 March 2005, variation bonds with a nominal value of £1,500,000 were cancelled, reducing the nominal value of the bond to £111,740,000.

 

At the year end the Secured Guaranteed Sterling Index Linked Bond due 2035, listed on the London Stock Exchange, with a coupon rate of 2.8332% per annum index linked, repayable in six monthly instalments commencing 31 March 2007, held a liability of £118,237K (2023: £116,256K). An amount of £2,469K (2023: £2,742K) is included in amounts falling due within one year, and £115,768K (2023: £113,514K) is included in amounts falling due in greater than one year.

 

At the year end the EIB loan at an interest rate of 2.3774% per annum index linked, repayable in six monthly instalments commencing 31 March 2007, held a liability of £72,788K (2023: £79,743K). An amount of £10,746K (2023: £10,147K) is included in amounts falling due within one year and £62,042K (2023: £69,596K) is included in amounts falling due in greater than one year.

 

The loans are shown net of unamortised loan issue expenses of £435K (2023: £518K) of which £326K (2023: £388K) relates to the Bond and £109K (2023: £130K) the EIB Loan. £357K (2023: £435K) is included in amounts falling due in greater than one year.

 

The Bond and EIB loan are secured by charges and assignments in favour of the Group and over all the assets of Road Management Services (Darrington) Limited.

 

The Group's bonds and bank loan have the benefit of an unconditional and irrevocable financial guarantee as to all payments of interest and principal issued, by the monoline insurer AMBAC.

18
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£000's
£000's
Accelerated capital allowances
5,275
5,537
The company has no deferred tax assets or liabilities.
ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Deferred taxation
(Continued)
- 37 -
Group
Company
2024
2024
Movements in the year:
£000's
£000's
Liability at 1 January 2024
5,537
-
Credit to profit or loss
(262)
-
Liability at 31 December 2024
5,275
-

The net deferred tax liability expected to reverse in 2025 is £284K (2024: £371K). This primarily relates to the reversal of timing differences on capital allowances.

19
Called up share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000's
£000's
Issued and fully paid
Ordinary shares of £1 each
520,248
520,248
520
520

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

20
Related party transactions

Group

 

The Group paid £468K (2023: £440K) to Semperian PPP Investments Limited for the provision of 2 directors.

 

The Group paid £478K (2023: £449K) to BIIF Bidco Limited for the provision of 2 directors and the provision of management services.

 

During the year to 31 December 2024 the Group was charged subordinated loan interest by its shareholders. The amount charged was £181K (2023: £197K) by each of Semperian PPP Holdings Limited, A1 PPP Infrastructure Holdings Limited, AM Holdco Limited and Semperian PPP Investment Partners No 2 Limited.

 

At 31 December 2024, the amount due in respect of subordinated debt and related interest was £1,721K (2023: £1,885K) and £44K (2023: £47.5K) respectively to each of Semperian PPP Holdings Limited, A1 PPP Infrastructure Holdings Limited, AM Holdco Limited and Semperian PPP Investment Partners No 2 Limited.

 

Road Management Services (Darrington) Holdings Limited Group has shareholder loans receivable totalling £19,500K (2023:£ 19,500K) from the shareholders, in the following proportions:

Semperian PPP Holdings Limited: £5,660K (2023: £5,660K)

Semperian PPP Investment Partners No.2 Limited: £2,670K (2023:£2,670K)

A1 PPP Infrastructure Holdings Limited: £5,670K (2023: £5,670K)

AM Holdco Limited: £5,500K (2023:£5,500K).

 

Interest paid by the shareholders in respect of the loans in the year amounts to :

Semperian PPP Holdings Limited: £272K (2023: £215K)

Semperian PPP Investment Partners No.2 Limited £128K (2023: £89K)

A1 PPP Infrastructure Holdings Limited: £272K (2023: £215k)

AM Holdco Limited: £264K (2023:£213K).

ROAD MANAGEMENT SERVICES (DARRINGTON) HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Related party transactions
(Continued)
- 38 -

Interest accrued but not paid as at 31 December 2024 amount to :

Semperian PPP Holdings Limited: £133K (2023: £153K)

Semperian PPP Investment Partners No.2 Limited £63K (2023: £33K)

A1 PPP Infrastructure Holdings Limited: £133K (2023: £153K)

AM Holdco Limited: £129K (2023:£136K).

21
Controlling party

Road Management Services (Darrington) Holdings Limited is the largest and smallest group to consolidate these financial statements as at 31 December 2024.

 

Semperian PPP Investment Partners Holdings Limited, is the ultimate parent and controlling party, owning 75% of the shares in Road Management Services (Darrington) Holdings Limited. Semperian PPP Investment Partners Holdings Limited is a company registered in Jersey and is owned by a number of investors with no one investor having individual control.

22
Cash generated from group operations
2024
2023
£000's
£000's
Profit for the year after tax
5,866
8,086
Adjustments for:
Taxation charged
1,955
2,472
Finance costs
15,177
27,684
Investment income
(2,086)
(1,634)
Depreciation and impairment of tangible assets
7,815
7,185
Movements in working capital:
Decrease/(increase) in debtors
5,113
(12,500)
(Decrease)/increase in creditors
(455)
243
Decrease in deferred income
(34)
(34)
Cash generated from operations
33,351
31,502
23
Analysis of changes in net debt - group
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
£000's
£000's
£000's
£000's
Cash at bank and in hand
21,922
3,412
-
25,334
Borrowings excluding overdrafts
(203,023)
13,542
(8,095)
(197,576)
(181,101)
16,954
(8,095)
(172,242)
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