Company registration number 07017618 (England and Wales)
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
COMPANY INFORMATION
Directors
P K Johnstone
(Appointed 29 January 2024)
K J Edwards
S McGhee
Secretary
Resolis Limited
Company number
07017618
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Notes to the financial statements
9 - 12
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The Directors present their annual report and financial statements for Inspiredspaces Rochdale (Holdings1) Limited ("the Company") for the year ended 31 December 2024.
Principal activities
The principal activity of the Company continued to be that of a holding company for Inspiredspaces Rochdale (Projectco1) Limited, a company which operates Private Finance Initiative (PFI) assets. This activity is expected to continue for the foreseeable future.
Directors
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
P K Johnstone
(Appointed 29 January 2024)
S T Kay
(Resigned 1 September 2024)
M Templeton
(Resigned 29 January 2024)
K J Edwards
S McGhee
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the Directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
P K Johnstone
Director
26 June 2025
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
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 Company and of the profit or loss of the Company 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are 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. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
- 3 -
Opinion
We have audited the financial statements of Inspiredspaces Rochdale (Holdings1) Limited (the ‘Company’) for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its results for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors’ Report has been prepared in accordance with applicable legal requirements.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
We gained an understanding of how the Company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heighted fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for any breaches of laws and regulations or for any indication of any potential litigation and claims, and events and conditions that could indicate an incentive or pressure to commit fraud or provide opportunity to commit fraud;
Reviewing the level of and reasoning behind the Company’s procurement of legal and professional services;
Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
- 6 -
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Grant Roger (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
26 June 2025
Statutory Auditor
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
-
-
Interest receivable and similar income
5
457,039
540,630
Interest payable and similar expenses
(457,039)
(540,630)
Profit before taxation
Tax on profit
Profit for the financial year
The profit and loss account has been prepared on the basis that all operations are continuing operations.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
10,000
10,000
Current assets
Debtors falling due after more than one year
7
2,225,837
2,289,084
Debtors falling due within one year
7
807,333
2,196,094
3,033,170
4,485,178
Creditors: amounts falling due within one year
8
(807,333)
(2,196,094)
Net current assets
2,225,837
2,289,084
Total assets less current liabilities
2,235,837
2,299,084
Creditors: amounts falling due after more than one year
9
(2,225,837)
(2,289,084)
Net assets
10,000
10,000
Capital and reserves
-
-
Called up share capital
10
10,000
10,000
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
P K Johnstone
Director
Company registration number 07017618 (England and Wales)
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information
Inspiredspaces Rochdale (Holdings1) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.
1.2
Going concern
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 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. The Company's cash flows are dependent on the performance of its investment. After reviewing the performance of the investment, which is done on a regular basis, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements. true
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
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 balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, 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.
1.5
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.
2
Judgements and key sources of estimation uncertainty
For the year ended 31 December 2024, no critical judgements, estimates, or assumptions are considered to have an impact on the amounts recognised in the financial statements.
3
Auditor's remuneration
Audit fees for the Company and its subsidiary, Inspiredspaces Rochdale (Projectco1) Limited, are borne by the subsidiary.
4
Employees
The average monthly number of persons (including directors) employed by the Company during the year was Nil (2023: Nil).
5
Interest receivable and similar income
2024
2023
£
£
Interest receivable and similar income includes the following:
Interest receivable from group companies
457,039
540,630
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
6
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
10,000
10,000
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
807,333
2,196,094
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
2,225,837
2,289,084
Total debtors
3,033,170
4,485,178
8
Creditors: amounts falling due within one year
2024
2023
£
£
Other creditors
807,333
2,196,094
"Other creditors" comprises loan stock repayable to shareholders. This debt is unsecured and repayable in profiled, semi-annual instalments to 2036.
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
2,225,837
2,289,084
"Other creditors" comprises loan stock repayable to shareholders. This debt is unsecured and repayable in profiled, semi-annual instalments to 2036. £1,852,570 (2023: £1,923,116) of this balance falls due after more than five years.
The Company and its subsidiary, Inspiredspaces Rochdale (Projectco1) Limited, ("the Group") were granted a bank loan facility in 2011 that matures in 2036. The facility was drawn by the subsidiary, and as at the year end £15,615,132 (2023: £16,585,626) was outstanding. The facility is secured by fixed and floating charges over the total assets of the Group.
INSPIREDSPACES ROCHDALE (HOLDINGS1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
7,200
7,200
7,200
7,200
B Ordinary shares of £1 each
1,800
1,800
1,800
1,800
C Ordinary shares of £1 each
1,000
1,000
1,000
1,000
10,000
10,000
10,000
10,000
The Company has three classes of Ordinary shares which rank pari passu. Shareholders are entitled to one vote per share at meetings of the Company and a right to receive dividends declared from time to time.
11
Related Party Transactions
During the year interest of £125,870 (2023: £208,485) was payable to the majority shareholder Dalmore Capital (Para 1) Limited. Interest of £316,314 (2023: £1,627,554) was due at the year end and is included in accruals.
Subordinated Debt payable to Dalmore Capital (Para 1) Limited at the year end was £2,419,012 (2023: £2,419,012).
During the year interest of £13,986 (2023: £23,165) was payable to the minority shareholder Inspiredspaces Rochdale Limited. Interest of £35,146 (2023: £180,839) was due at the year end and is included in accruals.
Subordinated Debt payable to Inspiredspaces Rochdale Limited at the year end was £268,779 (2023: £268,779).
The Company has a wholly owned subsidiary, Inspiredspaces Rochdale (ProjectCo1) 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.
12
Parent company
The Company is 72% owned by Dalmore Capital (Rochdale) Limited, 18% owned by Dalmore Capital (Para 1) Limited and 10% owned by Inspiredspaces Rochdale Limited. The Directors consider Dalmore Capital (Rochdale) Limited whose registered office is 1 Park Row, Leeds, England, LS1 5AB to be the immediate controlling party.
No group financial statements include the results of the Company. There is no ultimate controlling party.
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