Company registration number 04612119 (England and Wales)
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
COMPANY INFORMATION
Directors
M Edwards
Richard Little
Neil Rae
Jonathan Cole
Daniel North
Prince Dakpoe
Secretary
Infrastructure Managers Limited
Company number
04612119
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) LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditors' report
9 - 11
Statement of comprehensive income
12
Statement of financial position
13
Statement of changes in equity
14
Notes to the financial statements
15 - 28
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Principal Objectives and Strategies

The principal objectives of the Company are to operate and maintain the Roadway Concession in line with the contracted terms. In doing so the Company 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 ("RoadwayConcession") 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 Company 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 Company is receiving annual Congestion Management Payments for carrying out the operation and maintenance of the roads to the satisfaction of National Highways Limited.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and Uncertainties

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

 

The Company'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 Company, 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 loan and are therefore affected by fluctuations in RPI. This forms part of the Company's risk strategy, used to offset the effect of RPI on the Company'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 Company 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 Company consider it to be exposed to very low credit risk.

 

Liquidity Risk

On 26 February 2004, Road Management Services (Finance) PLC, which is a subsidiary of the Company 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 on the same back to back terms.

 

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 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 Company 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 Company 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 totalled £19,500K (2023: £19,500K). In addition the Company is required to maintain levels of net cash flow in each year equal to 1.125 times the annual debt service payments.

 

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

 

Major Maintenance replacement risk

The Company 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) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Legislative risks

The Company 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 Company. These risks are managed by close monitoring by management of significant developments and maintaining an awareness regarding exposure to penalties.

 

Results

The results for the year are set out on page 12.

 

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

Future Developments

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

 

Key Performance Indicators

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

 

(1) The maximisation of the revenue from the Congestion Management Payments, which require the traffic to be moving at a minimum of 90 km 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 Company's performance.

 

Climate Change

The directors recognise that it is important to disclose their view of the impact of climate change on the company. The company'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 company's operations, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the company's operational or financial performance arising from climate change.

Performance Review and Going Concern

The Company 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 Company 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 Directors report.

 

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

 

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
S172 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 Company 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 Highways England. The Company'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 Company's values and objectives and defines long term success. Decisions are taken in the context of this ethos of working in partnership. The Company 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 Company's main stakeholders. The Company 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 Company 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 Company does not have any employees.

 

Principal decisions of the Company are those that are key to the Company'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 Company's ability to meet its debt payments and covenant ratios both now and in the future. This ensures the stability of the Company to allow it to continue providing an asset to its client, for use by the public.

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) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

Results and dividends

The results for the year are set out on page 12.

 

The profit for the financial year, after taxation, amounted to £5,866,572 (2023: profit of £8,085,412).

 

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

Ordinary dividends were paid amounting to £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 approval of the financial statements were as follows:

M Edwards
Richard Little
Neil Rae
Jonathan Cole
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.

Financial instruments

Risks associated with financial instruments are disclosed in the Strategic Report.

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 total gross emissions in metric tonnes CO2e per equivalent full time employee (based on contractors engaged in the year), 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) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
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 company
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

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company 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 Company completed the installation of LED lighting units, in place of the previous incandescent fittings, on all lighting columns. The Company 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 Company continues to recommend the use of video conferencing for meetings wherever possible, so as to reduce travel.

Disclosure of information in the Strategic Report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 risks, principals and objectives and performance of the Company.

Statement of disclosure to auditors

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

 

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
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) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

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

 

The directors are also 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.

 

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) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
- 9 -
Report on the Audit of the Financial Statements
Opinion

In our opinion, Road Management Services (Darrington) Limited's financial statements:

 

 

We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the Statement of financial position as at 31 December 2024; the Statement of comprehensive income and the Statement of changes in equity 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 company 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.

Conclusions relating to going concern

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

 

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 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.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED (CONTINUED)
- 10 -

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.

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 the 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 company and its 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED (CONTINUED)
- 11 -

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 company and industry, we identified that the principal risks of non­-compliance with laws and regulations related to 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 inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:

 

 

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.

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.

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) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
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
8
2,086
1,634
Interest payable and similar expenses
6
(15,177)
(27,684)
Profit before taxation
7,821
10,558
Tax on profit
7
(1,955)
(2,472)
Profit for the financial year
5,866
8,086

All the activities of the company are from continuing operations.

The notes on pages 15 to 28 form part of these financial statements.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£000's
£000's
£000's
£000's
Fixed assets
Tangible assets
10
157,905
165,720
Investments
11
19,550
19,550
177,455
185,270
Current assets
Debtors: amounts falling due within one year
13
37,557
42,395
Cash at bank and in hand
25,333
21,921
62,890
64,316
Creditors: amounts falling due within one year
14
(16,779)
(17,655)
Net current assets
46,111
46,661
Total assets less current liabilities
223,566
231,931
Creditors: amounts falling due after more than one year
15
(184,459)
(189,942)
Provisions for liabilities
Deferred taxation
17
(5,275)
(5,537)
(5,275)
(5,537)
Net assets
33,832
36,452
Capital and reserves
Called up share capital
18
525
525
Profit and loss reserve
33,307
35,927
Total shareholders' funds
33,832
36,452

The notes on pages 15 to 28 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:
Neil Rae
Director
Company registration number 04612119 (England and Wales)
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Called up share capital
Profit and loss reserve
Total
Notes
£000's
£000's
£000's
Balance at 1 January 2023
525
34,150
34,675
Year ended 31 December 2023:
Profit and total comprehensive income for the financial year
-
8,086
8,086
Dividends
9
-
(6,309)
(6,309)
Balance at 31 December 2023
525
35,927
36,452
Year ended 31 December 2024:
Profit and total comprehensive income for the financial year
-
5,866
5,866
Dividends
9
-
(8,486)
(8,486)
Balance at 31 December 2024
525
33,307
33,832

The notes on pages 15 to 28 form part of these financial statements.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

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

 

The principal objectives of the Company are to operate and maintain the Roadway Concession in line with the contracted terms. In doing so the Company 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.

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of Road Management Services (Darrington) Holdings Limited. These consolidated financial statements are available from its registered office at 8th Floor, 6 Kean Street, London , WC2B 4AS.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

On 26 February 2004, Road Management Services (Finance) PLC, which is a subsidiary of the Company 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 on the same back to back terms.

 

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 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.

 

After making enquiries of management, existing shareholders and existing and potential financiers, the directors have a reasonable expectation that the Company has the necessary resources to continue in operational existence. Appropriate measures have been put in place in respect of the Company's financing arrangements and the directors therefore consider expected future cash flows to be sufficient to support the Company for the period of at least 12 months from the date of approval of these financial statements.

 

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

1.3
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.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Tangible assets

The Company has elected to take exemption under FRS102 paragraph 35.10(i) to continue to apply its previous accounting treatment in respect of Service Concession Arrangements entered into prior to the date of transition to FRS102. This has resulted in the measurement of fixed assets being different from that which would have resulted had the requirements of FRS102 Section 34 been fully adopted. The costs incurred in constructing the assets under the PFI contract have therefore been treated as a tangible fixed asset. This treatment arose from applying the guidance within previous UK GAAP which indicated that under the project's principal agreement, the risks and regards relating to the assets reside primarily with the Company.

 

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

 

Long term leasehold property - over 30 years

 

Plant and machinery - over 5 to 15 years

 

Roadway construction costs - on an annuity basis over the remaining periods of the concession's contract

 

The annuity basis is deemed to be the most appropriate systematic basis of depreciation, reflecting the consumption of the roadway's economic benefit by the Company over its economic life.

1.5
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 in equity and loans 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investments of the group include loans to group undertakings and other loans where repayment is expected after one year. These loans are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.

1.6
Impairment of fixed assets

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

 

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 are largely independent of the cash inflows from other assets or groups of assets.

1.7
Cash and cash equivalents

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

 

The Company is obligated to keep cash reserves as at the balance sheet date in respect of requirements in the company's funding agreements. This restricted cash balance, which is shown within the "cash at bank and in hand" balance amounts to £12,079,533 (2023: £9,878,513).

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price including transaction costs and debtors 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 instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.

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 company 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 company after deducting all of its liabilities.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

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

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at each reporting date. The fair values of the derivatives have been calculated by discounting the fixed cash flows at forecasted forward interest rates over the term of the financial instrument. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of comprehensive income 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
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 Statement of comprehensive income, 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 when the company has 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.

1.11
Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the Statement of Financial Position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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
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 company wholly undertaken in the United Kingdom.

4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£000's
£000's
Depreciation of owned tangible assets
7,815
7,185

In addition to the Company's own audit fee, it has also borne the audit fee for a number of other Group companies amounting to £12K (2023: £12K).

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
5
Employees

The average number of persons employed by the Company during the financial year amounted to nil (2023: nil). The directors are not employed by the Company and receive remuneration from another company for their services as directors of this entity 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.

 

6
Interest payable and similar expenses
2024
2023
£000's
£000's
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
14,569
27,081
Other interest on financial liabilities
608
603
15,177
27,684
7
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 taxation 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
-
0
(14)
Taxation charge for the year
1,955
2,472
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Taxation on profit
(Continued)
- 23 -

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%.

8
Interest receivable and similar income
2024
2023
£000's
£000's
Interest income
Interest on bank deposits
1,149
901
Interest receivable from group companies
937
733
2,086
1,634
9
Dividends
2024
2023
2024
2023
Per share
Per share
Total
Total
£
£
£000's
£000's
Ordinary shares
Interim paid
16.16
12.01
8,486
6,309
10
Tangible assets
Long term leasehold property
Plant and machinery
Roadway 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
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 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).

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
11
Fixed asset investments
2024
2023
Notes
£000's
£000's
Investments in subsidiaries
12
50
50
Loans to subsidiaries
12
19,500
19,500
19,550
19,550
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£000's
£000's
£000's
Cost or valuation
At 1 January 2024 & 31 December 2024
50
19,500
19,550
Carrying amount
At 31 December 2024
50
19,500
19,550
At 31 December 2023
50
19,500
19,550
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Fixed asset investments
(Continued)
- 25 -
12
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
Road Management Services (Finance)
Public Limited Company
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 (Finance)
Public Limited Company
50
-
0

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

13
Debtors
2024
2023
Amounts falling due within one year:
£000's
£000's
Trade debtors
49
8
Corporation tax recoverable
293
-
0
Amounts owed by group undertakings
458
475
Other debtors
32,999
38,221
Prepayments and accrued income
3,758
3,691
37,557
42,395

Amounts owed by group undertakings relates to interest on fixed asset loans. The loans attracted 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 receivable on the loans but not paid at 31 December 2024 amounted to £458K (2023: £475K). The balance is trading balances and are non-interest bearing and repayable upon demand.

 

The Other debtors represents accrued income in relation to the Group' policy of revenue recognition, through applying a margin on expenditure, as described in the Accounting Policies.

 

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
14
Creditors: amounts falling due within one year
2024
2023
Notes
£000's
£000's
Other borrowings
16
328
656
Trade creditors
521
317
Amounts owed to Group undertakings
14,755
14,585
Corporation tax
-
0
357
Other taxation and social security
806
811
Accruals and deferred income
369
929
16,779
17,655

Amounts owed to Group undertakings includes £13,137K (2023: £12,807K) of capital due to Road Management Services (Finance) PLC in respect of intercompany loans, together with accrued interest of £1,443K (2023: £1,494K) in respect of those loans. In addition Amounts owed to Group undertakings includes accrued subordinated loan interest due to Road Management Services (Darrington) Holdings Limited, totaling £175K (2023: £190K) and capital due within the year on those loan notes of £328K (2023: £656K). The balance relates to trading balances which are non-interest bearing and repayable upon demand.

15
Creditors: amounts falling due after more than one year
2024
2023
Notes
£000's
£000's
Other borrowings
16
6,557
6,886
Amounts owed to Group undertakings
177,554
182,674
Other creditors
348
382
184,459
189,942

Amounts owed to Group undertakings relates to two intercompany loans due to Road Management Services (Finance) PLC. Interest on both loans is charged at the same terms as financing raised by the Company's subsidiary, Road Management Services (Finance) PLC and is payable 6 monthly in March and September, with capital repayments being made on the same 6 monthly basis, with final repayment due in March 2035.

 

The loans from the fellow subsidiary undertaking are secured by charges and assignments in favour of Road Management Services (Finance) PLC, over all the assets of Road Management Services (Darrington) Limited.

 

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
92,163
113,144
ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
16
Loans and overdrafts
2024
2023
£000's
£000's
Loans from Group undertakings
6,885
7,542
Payable within one year
328
656
Payable after one year
6,557
6,886

Loans from Group undertakings relates to capital of £6,885K (2023: £7,542K) due to Road Management Services (Darrington) Holdings Limited in respect of loan notes issued. Interest on the loan notes issued 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.

17
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Balances:
£000's
£000's
Accelerated capital allowances
5,275
5,537
2024
Movements in the year:
£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.

18
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000's
£000's
Issued and fully paid
Ordinary shares of £1 each
525,248
525,248
525
525

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

ROAD MANAGEMENT SERVICES (DARRINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
19
Related party transactions

The Company is wholly owned by Road Management Services (Darrington) Holdings Limited and has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.

 

The Company paid £469K (2023: £440K) to Semperian PPP Investments Limited for the provision of 2 directors.

 

The Company paid £468K (2023: £449K) to BIIF Bidco Limited for the provision of 2 directors and the provision of management services.

20
Ultimate controlling party

The immediate parent undertaking is Road Management Services (Darrington) Holdings Limited, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of Road Management Services (Darrington) Holdings Limited consolidated financial statements can be obtained from the Company Secretary at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

 

The ultimate parent and controlling party of Road Management Services (Darrington) Holdings Limited is Semperian PPP Investment Partners Holdings Limited, who own 75% of the shares. 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.

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