The directors present their Strategic report of AM Holdco Limited ("the Company") for the year ended 31 December 2024.
The Company has performed in line with directors' expectations and model forecasts with the results for the year detailed in the Directors' report.
Future developments
The directors intend for the company to continue to hold its interests in the investments.
Risk of underlying asset not performing
To manage this risk the key performance indicators of the Company's investments are regularly monitored
In its role as a holding company there are no key performance indicators for the directors to monitor. However, the performance of the investments is assessed every six months by testing the cash resources against the bank lending covenants, where appropriate, with the key indicator being the debt service cover ratio. The investments have been compliant with the covenants laid out in their loan agreement.
These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.
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. The Company's investments have key operational contracts that are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the operations of investments, their contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Company's operational or financial performance arising from climate change.
The directors of the Company consider that they have adhered to the requirements of section 172 of the Companies Act 2006 (the 'Act') and have, in good faith, acted in a way that they consider would be most likely to promote the success of the Company for the benefit of its shareholder and have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1) (a-f) of the Act) in its decision making. Taking into account the relative size of the Company and its part of the wider BIIF Holdco Limited Group (the 'Group'), it is considered reasonable that the decision making is handled by the Group Board which promotes full and effective interaction across all levels of the Group to support the delivery of strategic and business objectives within a framework of best corporate governance practice.
Principal decisions
For the year ended 31 December 2024 the Board made no principal decisions. While s.172(1) also requires consideration of all stakeholders, including employees and suppliers, the Company is an intermediate holding company and has no direct activities with external counterparties nor does it have any employees.
This report was approved by the board of directors on 23 September 2025 and signed on behalf of the board by:
The directors present their annual report and the audited financial statements of AM Holdco Limited ("the Company") for the year ended 31 December 2024.
The results for the year are set out on page 9.
The profit for the financial year, after taxation, amounted to £1,669,999 (2023: loss of £5,440,823).
The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.
Ordinary dividends were paid amounting to £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 approval of the financial statements were as follows:
The independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
The Company has not consumed more than 40,000kWh of energy in the period and the subsidiaries in the group take the small companies exemption from reporting on their emissions, energy consumption or energy efficiency activities.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).
Under company law, 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 the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS102 have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
The financial statements were approved and signed by the director and authorised for issue on 23 September 2025
Matthew Edwards
Director
Basis for opinion
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and the Directors' report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:
Enquiries of management around known or suspected instances of non-compliance with laws and regulations, claims and litigation, and instances of fraud;
Understanding of management's controls designed to prevent and detect irregularities;
Review of board minutes;
Challenging management on assumptions and judgements made in their significant accounting estimates;
Testing journal entries to assess whether any appeared unusual, in particular any affecting investments or distributable reserves;
Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to assess compliance with applicable laws and regulations.
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 financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
In prior year, 'Interest receivable from participating interests' was shown as 'Interest receivable from group undertakings'. The presentation has been changed and comparatives retrospectively restated to comply with FRS 102.
All of the activities of the company are from continuing operations.
The notes on pages 12 to 21 form part of these financial statements.
The notes on pages 12 to 21 form part of these financial statements.
The notes on pages 12 to 21 form part of these financial statements.
AM Holdco Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered in England and Wales. The registered office is located at 8th Floor, 6 Kean Street, London, WC2B 4AS.
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 £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Not to disclose transactions with wholly owned members of a group.
The financial statements are prepared on a going concern basis notwithstanding net liabilities of £17,529,037 (2023: £19,199,036), as a result of the intercompany balance with BIIF Bidco Limited. This balance has no fixed repayment schedule and the directors may make repayments at their discretion. The future cashflows from the Company's investments are expected to recover the net liability position over the life of the investment portfolio.
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.
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price including transaction costs and debtors are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, including Creditors, bank loans, loans from fellow group are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
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 carrying value of those assets recorded in the Company's Statement of Financial Position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of Financial Position. Any reduction in value arising from such a review would be recorded in the Statement of Comprehensive Income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.
The audit fee of £4,160 (2023: £4,000) was borne by another group company.
The average number of persons employed by the Company during the financial year amounted to nil (2023: nil). The directors are not employed by the Company and receive remuneration from another company for their services as directors of this entity and a number of fellow subsidiaries. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.
In prior year, 'Interest receivable from participating interests' was shown as 'Interest receivable from group undertakings'. The presentation has been changed and comparatives retrospectively restated to comply with FRS 102.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in the Statement of comprehensive income:
The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.
During the year the following equity investments were impaired:
Road Management Services (Darrington) Holdings Limited - an impairment of £987,355 (2023: £nil)
Key Health Services Holdings (Addenbrookes) Limited - an impairment of £nil (2023: £6,965,242)
Additionally impairments were made against the following group loan balances:
Key Health Services Holdings (Addenbrookes) Limited - an impairment of £3,620,009 (2023: £1,643,470)
These impairments are necessary to reflect the impending maturity of the underlying investments and to adjust the carrying value of the investments in line with the projected discounted future cashflows.
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 23.52% rate used above in the prior year reflected 9 months of this new rate and 3 months of the previous rate of 19%.
The company's tax losses as at 31 December 2024 amount to £777,450 (2023: £nil). The resultant deferred tax asset of £194,363 (2023: £nil) has not been recognised due to uncertainties as to the extent and timing of its future recovery.
Details of the company's associates at 31 December 2024 are as follows:
The registered address of all investments is 8th Floor, 6 Kean Street, London, WC2B 4AS
Details of the company's joint ventures at 31 December 2024 are as follows:
The registered address of all investments is 8th Floor, 6 Kean Street, London, WC2B 4AS
The amounts owed by Group undertakings related to group relief which was written off in the current year.
Accrued income relates to accrued interest receivable from companies in which investments are held.
The Amounts owed to Group undertakings include the accrued interest owed to the Company's immediate parent of £44,582,144 (2023: £51,297,482).
The Amounts owed to undertakings in which the company has a participating interest include the accrued interest which amounted to £129,187 (2023: £99,059). It also comprises a non-interest bearing loan totalling £2,480,123 (2023: £2,480,123) which is repayable upon demand. The following balances were disclosed as Amounts due to Group undertakings in the prior year and have been reclassified as Amounts owed to undertakings in which the company has a participating interest.
In the prior year, Amounts owed to Group undertakings included all of the above as well as the loan balances amounting to £14,503,562 (2023: £16,973,489) which have been reclassified into Other borrowings and are further analysed in the Note 15.
Loans from Group undertakings include amounts owed to the Company's immediate parent of £9,003,562 (2023: £11,473,489) which bears interest at 8.4% and is repayable upon demand.
Loan from undertakings in which the company has a participating interest amount to £5,500,000 (2023: £5,500,000). The amounts is owed to Road Management Services (Darrington) Holdings Limited, a company in which AM Holdco Limited owns 25% of the share capital. This loan was entered into in 2008 and increased by £2,500,000 in 2023. The loan attracts interest at a rate equivalent to the rate of interest that Road Management Services (Darrington) Holdings Limited would have received if it had retained the cash and placed these funds on a term bank deposit account. Interest payable is settled semi-annually on 31 March and 30 September. The loan is repayable if certain conditions are not met by Road Management Services (Darrington) Holdings Limited, for example, compliance with its debt covenant ratios as specified in its senior loan agreements. The final maturity date of the loan is 31 March 2035.
Both of these balances have been included in the Amounts owed to Group undertakings in the prior year and have been reclassified into Other Borrowings.
There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.
The Company is wholly owned by BIIF Holdco 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.
Road Management Group Limited is an associate company and within the year paid to the Company loan interest totalling £337,617 (2023: £1,002,726). Included in creditors is a loan of £2,480,123 (2023: £2,480,123) due to Road Management Group Limited.
Road Management Services (Darrington) Limited is an associate investment company who, within the year, paid to the Company loan interest totaling £184,275 (2023: £197,049). Capital repayments totaling £164,146 (2023: £163,785) were made to loans extended by the Company. Included within creditors is a loan of £5,629,186 (2023: £5,599,058) due to Road Management Services (Darrington) Limited.
Key Health Services Holdings (Addenbrookes) Limited is a joint venture investment company who, within the year, were charged loan interest by the Company totaling £1,226,288 (2023: £1,075,594).