Company registration number 05811811 (England and Wales)
IIC BRISTOL INFRASTRUCTURE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
IIC BRISTOL INFRASTRUCTURE LIMITED
COMPANY INFORMATION
Directors
JS Gordon
S McGhee
(Appointed 25 August 2025)
Secretary
Resolis Limited
Company number
05811811
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
IIC BRISTOL INFRASTRUCTURE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 4
Independent auditor's report
5 - 8
Group profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 31
IIC BRISTOL INFRASTRUCTURE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The group is engaged in operating a PFI contract for the design, build and operation of four schools under the terms of a concession agreement dated 3 July 2006 between the group and Bristol City Council (BCC). The concession period is twenty-five years from the end of construction.

 

The groups concession agreement requires it to finance, design, construct and then maintain the school for a primary concession period of twenty-five years from their completion.

 

Work began on the development of the schools in July 2006. Service commencement of each of the four schools was in line with the contract with Bristol City Council and occurred in August 2007, April 2008 and December 2008.

 

The group has entered into contracts with BCC to undertake development of schools projects in the Bristol area and also the provision of ICT services. Underlying these contracts is a Strategic Partnering Agreement (SPA) entered into with Bristol City Council which granted the group with exclusivity over all educational projects valued at greater than £500k. In return the group is required to achieve a series of Key Performance Indicators, including Value for Money, against a national benchmark rate. The first phase was to deliver 4 PFI schools under the Building Schools for the Future (BSF) Wave 1 programme, followed shortly after by 6 "Design and Build" (D&B) BSF Schools in Wave 4. From 2010 BCC had a requirement to deliver additional Primary school places due to a population increase, which it achieved through a programme of Primary Schools D&B projects. The group is continuing to work with BCC on strategic education developments including Free Schools, Secondary expansions, Primary and SEN.

 

The SPA ended in July 2021 and so no new projects will commence from this point onwards. Various schemes remain within the 12 years defects liability period and are being closed out accordingly.

 

The groups profit before taxation for the year was £1,366,000 (2023: £1,211,000). As at 31 December 2024 the group has net liabilities of £1,996,000 (2023: £2,979,000).

Principal risks and uncertainties

The groups activities expose it to a number of financial risks including liquidity risk, interest rate risk credit risk and lifecycle risk. These risks are further explained in the directors' report.

Development and performance

Given that the SPA ended in July 2021 and no new projects will commence from this point onwards, Bristol LEP Limited will continue to operate throughout the 12 year limitation period post final project completion. Bristol LEP Limited is a subsidiary of IIC Bristol Infrastructure Limited and forms part of these consolidated financial statements.

Key performance indicators

Financial penalties are levied by the BCC in the event of performance standards not being achieved according to detailed criteria set out in the Project Agreement. The deductions are passed onto the service provider but the quantum is an indication of unsatisfactory performance. During the year ending 31 December 2024 there were deductions of £24,000 (2023: £25,000).

On behalf of the board

S McGhee
Director
Date: 10 September 2025
- 1 -
IIC BRISTOL INFRASTRUCTURE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The group is engaged in operating a PFI contract for the design, build and operation of four schools under the terms of a concession agreement dated 3 July 2006 between the group and Bristol City Council (BCC). The concession period is twenty-five years from the end of construction.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £875,001 (2023: £1,318,130). The directors do not recommend payment of a further dividend in respect of the 31 December 2024 results.

 

Following the year end no dividends have been paid to the date of signing.

Directors

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

JS Gordon
KA Cunningham
(Resigned 25 August 2025)
S McGhee
(Appointed 25 August 2025)

Going concern

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual consolidated financial statements. Further details regarding the adoption of the going concern basis can be found in the accounting policies in the notes to the financial statements.

Qualifying third party indemnity provisions

The group 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.

Future developments

There are changes in the groups operations due to the expiry of the SPA. This is set out within the Development and performance section of the Strategic Report.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

- 2 -
IIC BRISTOL INFRASTRUCTURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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:

 

 

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.

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 auditor of the company 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 auditor of the company is aware of that information.

Financial risk management objectives and policies

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. At the start of the PFI contract, the group negotiated debt facilities with an external party to ensure that the group has sufficient funds over the life of the PFI concession.

 

Interest rate risk

The group's borrowings expose it to cash flow risk primarily due to the financial risks of change in interest rates. The group uses interest rate swaps to manage interest rate risk on senior debt and reduces its exposure to changes in interest rates.

 

Credit risk

The group's principal financial assets are cash, finance debtor and trade and other receivables. The group's credit risk is primarily attributable to its trade receivables which are with one counterparty, although in the opinion of the board of the directors this risk is limited as the receivables are with a local government authority.

 

Lifecycle risk

Lifecycle expenditure is the main risk to the group. The risk being that the allowance of lifecycle costs factored into the financial model is insufficient to cover future lifecycle expenditure, thus resulting in lower profitability and reduced distributions. This is mitigated by regular lifecycle reviews undertaking by the management services provider and a detailed lifecycle review performed every five years.

 

- 3 -
IIC BRISTOL INFRASTRUCTURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
S McGhee
Director
10 September 2025
- 4 -
IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED
Opinion

We have audited the financial statements of IIC Bristol Infrastructure Limited (‘the parent company’), and its subsidiaries (‘the group’) for the year ended 31 December 2024, which comprise the Group Profit and Loss Account, Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and notes to the group 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group or parent 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.

Other information

The other information comprises the information included in the Annual Report and financial statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and financial statements. 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.

- 5 -
IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors
- 6 -

As explained more fully in the Directors’ Responsibilities Statement set out on page 3, 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 group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or parent 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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.

IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent 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 group and the parent company are 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 group’s and parent 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 heightened 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:

 

 

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 would become aware of it.

- 7 -
IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jenny Junnier (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
United Kingdom
10 September 2025
- 8 -
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
£'000
£'000
Turnover
3
14,154
19,944
Cost of sales
(11,719)
(17,381)
Gross profit
2,435
2,563
Administrative expenses
(771)
(1,008)
Operating profit
4
1,664
1,555
Interest receivable and similar income
7
4,466
4,671
Interest payable and similar expenses
8
(4,764)
(5,016)
Profit before taxation
1,366
1,210
Tax on profit
9
(749)
(419)
Profit for the financial year
617
791
Profit for the financial year is attributable to:
- Owners of the parent company
380
516
- Non-controlling interests
237
275
617
791
- 9 -
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
£'000
£'000
Profit for the year
617
791
Other comprehensive income
Cash flow hedges gain/(loss) arising in the year
2,005
(464)
Tax relating to other comprehensive income
(501)
116
Other comprehensive income for the year
1,504
(348)
Total comprehensive income for the year
2,121
443
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,627
109
- Non-controlling interests
494
334
2,121
443
- 10 -
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
10
2,038
2,247
Current assets
Debtors
14
74,494
75,011
Investments
15
-
0
7,825
Cash at bank and in hand
9,002
5,173
83,496
88,009
Creditors: amounts falling due within one year
16
(7,487)
(7,538)
Net current assets
76,009
80,471
Total assets less current liabilities
78,047
82,718
Creditors: amounts falling due after more than one year
17
(80,043)
(85,697)
Net liabilities
(1,996)
(2,979)
Capital and reserves
Called up share capital
20
4,668
4,668
Hedging reserve
(1,133)
(2,637)
Profit and loss reserves
(5,465)
(4,713)
Equity attributable to owners of the parent company
(1,930)
(2,682)
Non-controlling interests
(66)
(297)
Total equity
(1,996)
(2,979)

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 10 September 2025 and are signed on its behalf by:
10 September 2025
S McGhee
Director
Company registration number 05811811 (England and Wales)
- 11 -
IIC BRISTOL INFRASTRUCTURE LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
11
11,125
11,260
Current assets
Debtors
14
210
129
Creditors: amounts falling due within one year
16
(204)
(123)
Net current assets
6
6
Total assets less current liabilities
11,131
11,266
Creditors: amounts falling due after more than one year
17
(6,462)
(6,597)
Net assets
4,669
4,669
Capital and reserves
Called up share capital
20
4,669
4,669

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 £875,001 (2023 - £1,318,130 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 10 September 2025 and are signed on its behalf by:
10 September 2025
S McGhee
Director
Company registration number 05811811 (England and Wales)
- 12 -
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Hedging reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
4,668
(2,289)
(3,809)
(1,430)
(277)
(1,707)
Year ended 31 December 2023:
Profit for the year
-
-
516
516
275
791
Other comprehensive income:
Cash flow hedges gains
-
(464)
-
(464)
-
(464)
Tax relating to other comprehensive income
-
116
-
0
116
-
116
Amounts attributable to non-controlling interests
-
-
(59)
(59)
59
-
Total comprehensive income
-
(348)
457
109
334
443
Dividends
-
-
(1,361)
(1,361)
(354)
(1,715)
Balance at 31 December 2023
4,668
(2,637)
(4,713)
(2,682)
(297)
(2,979)
Year ended 31 December 2024:
Profit for the year
-
-
380
380
237
617
Other comprehensive income:
Cash flow hedges gains
-
2,005
-
2,005
-
2,005
Tax relating to other comprehensive income
-
(501)
-
0
(501)
-
(501)
Amounts attributable to non-controlling interests
-
-
(257)
(257)
257
-
Total comprehensive income
-
1,504
123
1,627
494
2,121
Dividends
-
-
(875)
(875)
(263)
(1,138)
Balance at 31 December 2024
4,668
(1,133)
(5,465)
(1,930)
(66)
(1,996)
- 13 -
IIC BRISTOL INFRASTRUCTURE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2023
4,669
-
0
4,669
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
1,318
1,318
Dividends
-
(1,318)
(1,318)
Balance at 31 December 2023
4,669
-
0
4,669
Year ended 31 December 2024:
Profit and total comprehensive income
-
875
875
Dividends
-
(875)
(875)
Balance at 31 December 2024
4,669
-
0
4,669
- 14 -
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
23
2,328
7,131
Interest paid
(4,710)
(5,075)
Income taxes paid
(717)
(401)
Net cash (outflow)/inflow from operating activities
(3,099)
1,655
Investing activities
Proceeds from disposal of investments
7,825
(7,825)
Interest received
4,466
4,628
Dividends received
-
0
43
Net cash generated from/(used in) investing activities
12,291
(3,154)
Financing activities
Repayment of borrowings
(214)
(308)
Repayment of bank loans
(4,011)
(4,036)
Dividends paid to equity shareholders
(875)
(1,361)
Dividends paid to non-controlling interests
(263)
(354)
Net cash used in financing activities
(5,363)
(6,059)
Net increase/(decrease) in cash and cash equivalents
3,829
(7,558)
Cash and cash equivalents at beginning of year
5,173
12,731
Cash and cash equivalents at end of year
9,002
5,173
- 15 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
Company information

IIC Bristol Infrastructure Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.

 

The group consists of IIC Bristol Infrastructure Limited and all of its subsidiaries as set out in note 12.

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.

The financial statements have been prepared on the going concern basis under the historical cost convention, modified to include certain financial instruments are fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company IIC Bristol Infrastructure Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

- 16 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The directors have reviewed the group's project profits and cash flows by reference to a financial model covering accounting periods up to April 2039. Having examined the current status of the group's principal contracts and likely developments in the foreseeable future, the directors consider that the group will be able to settle its liabilities as they fall due for a period at least twelve months from approval of the financial statements and accordingly the financial statements have been prepared on a going concern basis.

1.5
Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

 

Income received in respect of the services concession is allocated between revenue and capital repayment of, and interest income on, the PFI financial asset using the effective interest rate method. Service revenue is recognised as a margin on non-pass-through operating and maintenance costs.

 

Pass through income represents the direct pass through of recoverable costs, as specified in the Project Agreement.

 

Variation income relates to the recharge of costs incurred for the alteration of the facilities or the services provided, requested by the Authority.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 13 years and 11 months.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

- 17 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
1.7
Fixed asset investments

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, associates and jointly controlled entities 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.

 

Interests in subsidiaries, associates and jointly controlled entities are initially measure 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 in profit or loss.

1.8
Cash and cash equivalents

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

 

Restricted cash

Cash at bank includes £5,751,000 (2023: £4,830,000) restricted from use in the business, being held in the group's reserve accounts under the terms of its Senior Loan Facility.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet 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

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

Other financial assets

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

- 18 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and 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. 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 group's contractual obligations expire or are discharged or cancelled.

- 19 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, 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.

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

- 20 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
Hedge accounting

The directors consider the group to have met the criteria for cash flow hedge accounting. The group has therefore recognised fair value movements on derivatives in effective hedging relationships through other comprehensive income as well as the deferred tax thereon.

 

The Fair Value of the swaps are recorded in the accounts are based on Mark to Market estimated provided by the bank. Changes to the hedging instrument and the loan during the year to transition from LIBOR to SONIA were consistent as both the loan and swap were transitioned to the new benchmark at similar times in a broadly matching fashion.

Key sources of estimation uncertainty

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:

Valuation of derivative financial instruments

The directors use their judgment in selecting a suitable valuation technique for derivative financial instruments. All derivative financial instruments are valued at the mark to market valuation provided by the derivative counterparty. In these cases, the group uses valuation techniques to assess the reasonableness of the valuation provided by the derivative counterparty. These techniques use a discounted cash flow analysis based on market observable inputs derived from similar instruments in similar and active markets. The fair value of derivative financial instruments at the balance sheet date was a liability of £1,511,000 (2023: £3,516,000). The directors do non consider the impact of own credit risk to be material.

Service concession agreement

As disclosed in Note 1, the group accounts for the project as a service concession arrangement. The directors use their judgement in selecting the appropriate financial asset rate to be applied in order to allocate the income received between revenue, and capital repayment of and interest income on the financial asset; and also the service margin that is used to recognise service revenue. The directors have also used their judgement in assessing the appropriateness of the future maintenance costs that are included in the group's forecasts. The directors will continue to monitor the condition of the assets and undertake a regular review of maintenance spend.

Impairment of investments

The carrying value of those assets recorded in the company's balance sheet at amortised cost, 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 balance sheet. Any reduction in value arising from such a review would be recorded in the profit and loss account. 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.

- 21 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover
2024
2023
£'000
£'000
Turnover analysed by class of business
Service income
10,238
9,499
Passthrough income
3,148
4,090
Recharge project costs
768
6,232
Management service fees
-
123
14,154
19,944
2024
2023
£'000
£'000
Turnover analysed by geographical market
United Kingdom
14,154
19,944
4
Operating profit
2024
2023
£'000
£'000
Operating profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
8
9
Amortisation of intangible assets
209
209
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
8
9
Audit of the financial statements of the company's subsidiaries
33
29
41
38
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was nil (2023: nil).

- 22 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest on bank deposits
307
184
Other interest income
4,159
4,444
Total interest revenue
4,466
4,628
Income from fixed asset investments
Income from shares in group undertakings
-
0
43
Total income
4,466
4,671
8
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
3,357
3,582
Interest payable to group undertakings
817
834
Other interest on financial liabilities
527
548
4,701
4,964
Other finance costs:
Other interest
63
52
Total finance costs
4,764
5,016
9
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
504
421
Adjustments in respect of prior periods
218
-
0
Total current tax
722
421
Deferred tax
Origination and reversal of timing differences
27
(2)
Total tax charge
749
419
- 23 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)

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
£'000
Profit before taxation
1,366
1,210
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
342
284
Tax effect of expenses that are not deductible in determining taxable profit
6
-
0
Adjustments in respect of prior years
222
-
0
Group relief
(1)
-
0
Movement in deferred tax
25
(6)
Movement in deferred tax not recognised
155
141
Taxation charge
749
419

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£'000
£'000
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
501
(116)
10
Intangible fixed assets
Group
Goodwill
£'000
Cost
At 1 January 2024 and 31 December 2024
2,909
Amortisation and impairment
At 1 January 2024
662
Amortisation charged for the year
209
At 31 December 2024
871
Carrying amount
At 31 December 2024
2,038
At 31 December 2023
2,247
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
- 24 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Intangible fixed assets
(Continued)

More information on impairment movements in the year is given in note .

11
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
12
-
0
-
0
7,886
7,886
Loans to subsidiaries
12
-
-
3,239
3,374
-
-
11,125
11,260
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£'000
£'000
£'000
Cost or valuation
At 1 January 2024
7,886
3,374
11,260
Disposals
-
(135)
(135)
At 31 December 2024
7,886
3,239
11,125
Carrying amount
At 31 December 2024
7,886
3,239
11,125
At 31 December 2023
7,886
3,374
11,260
12
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Bristol PFI Limited
1
Ordinary
-
82.94
Bristol PFI (Holdings) Limited
1
Ordinary
-
82.94
Bristol PFI Debt Co 1 Limited
1
Ordinary
100.00
-
Bristol LEP Limited
1
Ordinary
80.00
-
Bristol PFI Development Limited
1
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
1 Park Row, Leeds, England, LS1 5AB
- 25 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Financial instruments
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
-
109
-
-
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
1,511
3,625
-
-
14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
57
53
-
0
-
0
Corporation tax recoverable
-
0
4
-
0
-
0
Amounts owed by group undertakings
108
23
108
23
Derivative financial instruments
-
109
-
-
Other debtors
10,930
5,072
-
0
-
0
Prepayments and accrued income
80
530
102
106
11,175
5,791
210
129
Amounts falling due after more than one year:
Other debtors
62,941
68,312
-
0
-
0
Deferred tax asset (note 19)
378
908
-
0
-
0
63,319
69,220
-
-
Total debtors
74,494
75,011
210
129

Included within other debtors are amounts due from LouiseCo Limited of £56,651 (2023: £nil) and Biggin Investments Limited £51,194 (2023: £22,738). These amounts represent payments made to shareholders where there were insufficient reserves to pay dividends.

15
Current asset investments
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Fixed term deposits
-
7,825
-
-
- 26 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Bank loans
4,427
4,023
-
0
-
0
Trade creditors
121
692
-
0
-
0
Other borrowings
213
307
-
0
-
0
Corporation tax payable
240
241
-
0
-
0
Other taxation and social security
545
485
-
-
Other creditors
1,043
989
-
0
-
0
Accruals and deferred income
898
801
204
123
7,487
7,538
204
123
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans
50,740
55,155
-
0
-
0
Loans from group undertakings
10,370
10,584
6,462
6,597
Derivative financial instruments
1,511
3,625
-
0
-
0
Other creditors
17,422
16,333
-
0
-
0
80,043
85,697
6,462
6,597

For details of bank loans, loans from group undertakings and derivative financial instruments see note 18.

18
Loans
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Bank loans
55,167
59,178
-
0
-
0
Loans from group undertakings
10,370
10,584
6,462
6,597
65,537
69,762
6,462
6,597
Payable within one year
4,711
4,203
-
0
-
0
Payable within one to two years
4,672
4,628
-
-
Payable within two to five years
17,283
15,848
-
-
Payable after five years
39,493
45,396
6,462
6,597
- 27 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Loans
(Continued)

The group has complied with the requirements of senior debt covenants.

 

Borrowing facilities

The bank loan bears interest based on SONIA. The term loans are secured, in favour of Barclays Bank PLC, Sumitomo Mitsui Banking Corporation Europe Limited, Adriana Infrastructure CLO 2008-1 BV, Skandinaviska Enskilda Banken AB (Publ), and FMS Wertmanagement AOR, FMS Wertmanagement over all assets of Bristol PFI Limited.

 

The bank loan is repayable on a 6 monthly basis commencing on 31 March 2009. The final repayment is 13 August 2033.

 

The loan stock carries an interest rate of 12.50% per annum. The principal is repayable half yearly between 31 March 2009 and 30 September 2034. The loan stock is unsecured. As at 31 December 2024 there was £4,122,000 (2023: £4,294,000) of loan stock due to loan stock holders outside the group.

 

The company received investment from Biggin Investments Limited in the form of loan stock which accrues interest at 12.45% per annum. The loan is fully repayable by 2034. Biggin Investments Limited holds 50% of the voting rights of the company. The coupon on the loan accrues daily and is payable on 31 March and 30 September each year. The company may defer interest payments at its own discretion. The accrued interest is included with accruals (current liabilities). This forms the entire balance of loans from group undertakings in the company. The loan notes held by Biggin Investment Limited are deemed to not be payable by instalments as there is no fixed repayment terms until the expiry of the loan notes in 2034. The amounts owed to Biggin Investments Limited included under other borrowings at 31 December 2024 was £6,462,000 (2023: £6,597,000).

 

Financial derivatives

As part of the interest rate management strategy the company entered into an interest swap in respect of the debt maturing 13 August 2033. Under this swap, the group's loans are hedged such that interest is payable at a fixed rate of between 5.42% and 5.69% which includes a margin of 0.7%.

19
Deferred taxation

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

Assets
Assets
2024
2023
Group
£'000
£'000
Deferred tax on fair value derivatives
378
879
Tax losses
-
29
378
908
The company has no deferred tax assets or liabilities.
- 28 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Deferred taxation
(Continued)
Group
Company
2024
2024
Movements in the year:
£'000
£'000
Asset at 1 January 2024
(908)
-
Charge to profit or loss
29
-
Charge to other comprehensive income
501
-
Asset at 31 December 2024
(378)
-

 

20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary A shares of £1 each
1,632
1,632
2
2
Ordinary B shares of £1 each
408
408
-
-
Ordinary D shares of £1 each
1
1
-
-
B Ordinary shares of £1 each
4,667,164
4,667,164
4,667
4,667
4,669,205
4,669,205
4,669
4,669

The A Ordinary shares, B Ordinary shares and D Ordinary shares rank pari passu to each other.

 

On 27 October 2020 4,667,164 £1 B Ordinary shares were issued at par. The B Ordinary shares have full voting, dividend and capital distribution rights. They do not confer any rights of redemption.

- 29 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Related party transactions

The group has taken the exemption under the terms of FRS 102 paragraph 33.1A from disclosing transactions with wholly owned companies in the same group.

 

During the year the company was charged interest by Biggin Investments Limited of £815,000 (2023: £833,000). At the year end the amount due to Biggin Investments Limited in respect of loan notes was £6,462,000 (2023: £6,597,000). The company paid dividends to Biggin Investments Limited of £236,000 (2023: £238,000). The company was owed £108,000 (2023: £23,000) by Biggin Investments Limited in respect of funds that were paid whilst the company didn't have sufficient distributable reserves to pay dividends and as such this amount is recorded as an other debtor.

 

During the year the company paid dividends to LouiseCo Limited of £639,000 (2023: £1,080,000).

 

During the year the company received dividends from Bristol LEP Limited of £123,000 (2023: £166,000).

22
Controlling party
At the balance sheet date the Directors regard Jura Holdings Limited, registered address First Floor Albert House, South Esplanade, St. Peter Port, Guernsey GY1 1AJ, as the ultimate parent entity. Jura Holdings Limited is owned by a consortium jointly led by funds managed by Dalmore Capital Limited and Equitix Management Limited. The Directors consider that there is no ultimate controlling entity.

23
Cash generated from group operations
2024
2023
£'000
£'000
Profit after taxation
617
791
Adjustments for:
Taxation charged
749
419
Finance costs
4,764
5,016
Investment income
(4,466)
(4,671)
Amortisation and impairment of intangible assets
209
209
Movements in working capital:
(Increase)/decrease in debtors
(126)
5,183
Increase in creditors
581
307
Decrease in deferred income
-
(123)
Cash generated from operations
2,328
7,131

The company has no bank account and has a cash balance of nil at the balance sheet date in the current and prior year. As such the company has not prepared an individual cashflow.

- 30 -
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
24
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£'000
£'000
£'000
Cash at bank and in hand
5,173
3,829
9,002
Borrowings
(70,069)
4,319
(65,750)
(64,896)
8,148
(56,748)
- 31 -
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