The directors present their annual report and financial statements for the year ended 30 June 2024.
The results for the year are set out on page 8.
During the year, there have been a number of significant areas of deductions suffered by the Company, totalling £3,158k, largely driven by a small number of large value failure events. As a result of these deductions the contractual thresholds for service failure points (“SFP”) has been breached, resulting in a potential event of default under the Project Agreement and therefore a risk of termination of that agreement by the Trust. Since the year end, the level of deductions has reduced, however the rolling total thresholds remain breached at the date of signing.
As a further consequence of the deductions, the Company had to bear the cost in relation to a number of items which were historic in nature. This meant the Company needed to use funds in the Debt Service Reserve Account in order to meet its debt obligations in March 2022 and which remains underfunded. This continues to be the forecast position through the next 24 months. The Company is therefore not meeting its reserve funding requirements under the loan contract, which is a potential event of default under the credit agreement, as a result of which the lender could recall the debt.
The Directors regularly review the cashflow forecasts and payment. The lifecycle and capital works plan is being interrogated to ensure the final plan in place is deliverable, resolves the issues which are incurring material deductions, and allows the contract to reach a steady state. The level of lifecycle expenditure to achieve this results in the Company continuing to expend more money than is being received. Although this poses a short term going concern issue, the forecasts indicate that the company will have adequate resources to continue in operational existence for the foreseeable future, providing that neither the Project Agreement or the credit agreement are terminated by the Trust or the lender respectively and equity support is obtained.
Communication is open with all parties as the Directors work to get the project back to a steady state of operation, but there remains a risk that (i) the Trust terminate the project agreement, (ii) further equity support is not secured from the shareholders and / or (iii) the lenders could terminate the credit agreement. There factors therefore reflect a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.
Ordinary dividends were paid amounting to £nil (2023: £nil). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Due to the nature of the Group's business, the financial risks the directors consider relevant are credit, interest rate, cash flow and liquidity risk. The credit risk is not considered significant as the income is ultimately derived from established public sector counterparties.
The financial risk management objectives of the Group are to ensure that financial risks are mitigated by the use of financial instruments. The Group uses interest rate swaps to reduce its exposure to interest rate movements. Financial instruments are not used for speculative purposes.
Cash Flow and Liquidity risk
The risks surrounding short term cash flow and liquidity are detailed within the performance review section of this report, along with the Directors actions to manage these risks.
The auditor, PricewaterhouseCoopers LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The performance of the Group from a cash perspective is assessed bi-weekly by the testing of the covenants of the senior debt provider. The key indicator being the debt service cover ratio. The Group performance is detailed in the performance review section of this report, noting covenants have not been complied with in line with the Group loan agreement.
Climate Change
The directors recognise that it is important to disclose their view of the impact of climate change on the company. As a holding company, the Company itself does not trade. Through the subsidiary, the Group holds key operational contracts which are long-term and with a small number of known counterparties. In most cases, the cash flows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the Company's and the Group's operations, their contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Company's or the Group's operational or financial performance arising from climate change.
These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements were approved and signed by the director and authorised for issue on 19 June 2025
Josh Bond
Director
In our opinion, Key Health Services Holdings (Addenbrookes) Limited's group financial statements and company financial statements ("the financial statements"):
Basis for opinion
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1.4 to the financial statements concerning the group’s and company’s ability to continue as a going concern. The group's expenditures have exceeded income for a number of months, a trend which the directors anticipate to continue in the short term. During the year ended 30 June 2024, this resulted in the group breaching its service failure points (SFPs) under the Project Agreement and its reserves maintenance covenants under the credit agreement. As such, there exists a risk that the Project Agreement may be terminated as a result of SFP levels breaching thresholds, or due to underfunded reserves breaching the reserves maintenance covenants, the lenders could recall the debt. These conditions, along with the other matters explained in note 1.4 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the group’s and company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group and company were unable to continue as a going concern.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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
Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' report for the year ended 30 June 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 Directors' report.
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 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 and the risk of management bias in accounting estimates. 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 deter irregularities;
Review of board minutes;
Challenging management on assumptions and judgements made in their significant accounting estimates, in particular in relation to the fair value of derivative financial instruments; and
Identifying and testing journal entries to assess whether any of the journals appeared unusual, impacting revenue and distributable reserves.
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 not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption in preparing the Directors' Report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.
All the activities of the group are from continuing operations.
The notes on pages 14 to 26 form part of these financial statements.
The notes on pages 14 to 26 form part of these financial statements.
The notes on pages 14 to 26 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was nil (2023 - £nil).
The notes on pages 14 to 26 form part of these financial statements.
The notes on pages 14 to 26 form part of these financial statements.
The notes on pages 14 to 26 form part of these financial statements.
Key Health Services Holdings (Addenbrookes) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 8th Floor, 6 Kean Street, London, WC2B 4AS.
The Company is a holding company with a single subsidiary, Key Health Services (Addenbrookes) Limited, which runs an Elective Care Centre, Genetics Centre and Diabetes Centre at Addenbrookes Hospital Cambridge.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Key Health Services Holdings (Addenbrookes) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Disclosure exemptions
The Company has taken advantage of the following exemption:
From preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company's cash flows.
Parent company
Cash flow forecasts are prepared for the underlying investment looking over the expected life of the asset and so including the 12 month period from the date the financial statements are approved. 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. The Directors note that the underlying investment anticipates expenditure to exceed income for a number of months, as noted in the performance review, and as a result the financial statements of the underlying investment disclose a material uncertainty with respect to going concern.
However, the Company has no commitments for expenditure or cash outflow in the 12 month period from the date the financial statements are approved and therefore is not dependent upon receiving cash flows from its underlying investment to meet its obligations as they fall due. In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.
Consolidated group
The financial statements of the consolidated group are prepared on a going concern basis notwithstanding net liabilities of £22,096,214 (2023: £19,588,861) which the directors believe to be appropriate for the following reasons.
During the year, there have been a number of significant areas of deductions suffered by the Group, largely driven by a small number of large value failure events. As a result of these deductions the contractual thresholds for service failure points (“SFP”) has been breached, resulting in a potential event of default under the Project Agreement, as noted in the performance review. This has resulted in the Group breaching both its loan covenants and its reserves maintenance covenants under the Credit Agreement during the year and continuing since the year-end. These breaches allow for the termination of the Project Agreement and the credit agreement by the Trust and the lender respectively.
The Group 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 approved. 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. In the short term, the Directors note that the Group anticipates expenditure to exceed income for a number of months, however the forecasts indicate that the Group will have adequate resources to continue in operational existence for the foreseeable future, providing that neither the Project Agreement or the credit agreement are terminated by the Trust or the lender respectively and equity support is obtained.
Communication is open with all parties as the Directors work to get the project back to a steady state of operation, but there remains a risk that (i) the Trust terminate the project agreement, (ii) further equity support is not secured from the shareholders and / or (iii) the lenders could terminate the credit agreement. There factors therefore reflect a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.
Turnover represents the services' share of the management services income received by the Group for the provision of a PFI (Private Finance Initiative) asset to the customer. This income is received over the life of the concession period. Management service income is allocated between turnover, finance debtor interest and reimbursement of the finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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, 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.
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.
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.
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, 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The Company has entered into an arrangement with third parties that is designed to hedge future cash flows arising on variable rate interest loan arrangements, with the net effect of exchanging the cash flows arising under those arrangements for a stream of fixed interest cash flows ("interest rate swaps"). The Company has also entered into an arrangement with third parties that is designed to hedge future cash receipts arising from its principal activity (RPI swaps). The Company has designated that this arrangement is a hedge of another (non-derivative) financial instrument, to mitigate the impact of potential volatility on the Company's net cash flows.
To qualify for hedge accounting, documentation is prepared specifying the hedging strategy, the component transactions and methodology used for effectiveness measurement. Changes in the carrying value of financial instruments that are designated and effective as hedges of future cash flows ("cash flow hedges") are recognised directly in a hedging reserve in equity and any ineffective portion is recognised immediately in the Statement of Comprehensive Income. Amounts deferred in equity in respect of cash flow hedges are subsequently recognised in the Statement of Comprehensive Income in the same period in which the hedged item affects net profit or loss or the hedging relationship is terminated and the underlying position being hedged has been extinguished.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
The Company has taken the transition exemption in FRS 102 Section 35.10(i) that allows the Company to continue the service concession arrangement accounting policies from previous UK GAAP.
The Company is accounting for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Company on the design and construction of the assets have been treated as a finance debtor within these financial statements.
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.
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.
The Company has taken the transition exemption in FRS 102 Section 35.10(i) that allows the Company to continue the service concession arrangement accounting policies from previous UK GAAP.
The Company is accounting for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Company on the design and construction of the assets have been treated as a finance debtor within these financial statements.
Fair values for derivative contracts are based on mark-to-market valuations provided by the contract counterparty. Whilst these can be tested for reasonableness, the exact valuation methodology and forecast assumptions for future interest rates or inflation rates are specific to the counterparty.
Accounting for the service concession contract and finance debtor requires estimation of service margin, finance debtor interest rates and associated amortisation profile which is based on projected trading results to the end of the contract.
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
Other operating income relates to defect settlement signed in December 2022 as set out in the Performance Review.
Included in the fee above is £17,180 (2023: £12,840) for the audit of the subsidiary entity Key Health Services (Addenbrookes) Limited.
The average number of persons employed by the Company during the financial year, including the directors, 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.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The company has not recognised deferred tax on £2,071,713 (2023: £1,029,595) corporation tax losses incurred during the year due to uncertainty over their recovery against future profits (see note 14).
Details of the company's subsidiaries at 30 June 2024 are as follows:
The directors acknowledge the investment is in net liabilities. The directors have reviewed the investments forecasts and projections and have reasonable expectation that no material impairment indicators exist and the investment will continue in operation existence for the foreseeable future.
The bank loan is secured by a floating charge over the assets, rights and undertakings of the Company, and by a fixed charge over all the leasehold interests, book debts, project accounts and intellectual property of the Company. The loan is repayable in 56 semi-annual instalments commencing on 31 March 2007, the final repayment is due on 31 March 2035. The full amount of loan drawdown at 30 June 2024 is £44,100,410 (2023: £46,168,974).
The Group is in default with the lender as at 30 June 2024 due to breaching its reserves maintenance covenants as explained in accounting policies note 1.4. As a result of the breech, the lender can call the debt, making it effectively repayable on demand. For this reason the full amount of senior loan is disclosed as payable within one year.
Other creditors include accrued subordinated debt interest.
Other borrowings include capitalised unpaid interest on loan notes of £11,311,434 (2023: £9,085,961).
The full amount of senior loan is disclosed as payable within one year as explained in note 13.
The bank loan is secured by a floating charge over the assets, rights and undertakings of the Company, and by a fixed charge over all the leasehold interests, book debts, project accounts and intellectual property of the Company. The loan is repayable in 56 semi-annual instalments commencing on 31 March 2007, the final repayment is due on 31 March 2035. The full amount of loan drawdown at 30 June 2024 is £44,100,410 (2023: £46,168,974).
The Company is in default with the lender as at 30 2024 due to breaching its reserves maintenance covenants as explained in accounting policies note 1.4. As a result of the breech, the lender can call the debt, making it effectively repayable on demand. For this reason the full amount of senior loan is disclosed as payable within one year.
Amounts owed to related parties:
Under the terms of an Unsecured Subordinated Loan Stock Instrument, dated 27 October 2004, the noteholders of the Company subscribed for £7,681,000 of loan notes. The loan notes are to mature in full in 2037, however the Company may redeem all or part of the loan notes at anytime provided certain conditions are met and relevant consents are given. The loan notes are unsecured and bear interest at 11.25% which is payable semi-annually. Where subordinated debt principal and interest payments have not been made, interest is calculated on the loan notes and unpaid interest at 13.25%. It has been agreed that unpaid loan note interest would be capitalised semi-annually in March and September. As a result unpaid interest is now included in creditors due in over 1 year as explained in note 14.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
There are no unused tax losses or unused tax credits.
There is a single class of ordinary share. There are no restrictions on the distribution of the dividends and the repayment of capital.
Company
The following disclosures are with entities in the group that are not wholly owned:
The Company paid £408,113 (2023: £383,573) to BIIF LP and its subsidiaries for the provision of two directors and the provision of management services and loan funding. Amounts outstanding as at 30 June 2024 were £9,522,983 (2023: £8,391,501).
During the period Infrastructure Managers Limited, a fellow group company provided management services to the Company.
The Company paid £nil (2023: £nil) to Equitix Fund V LP and its subsidiaries for the provision of two directors and loan funding. Amounts outstanding at 30 June 2024 were £9,523,092 (2023: £8,373,597).