Boxwood Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 04196843 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

BOXWOOD HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Statement of Financial Position

7

Notes to the Financial Statements

8

DIRECTORS:

D J Harding

S L Jones

R D Knight

P A Would

REGISTERED OFFICE:

The Stables

Duxbury Park

Duxbury Hall Road

Chorley

PR7 4AT

REGISTERED NUMBER:

04196843 (England and Wales)

AUDITORS:

Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

BANKERS:

Barclays Bank PLC

1 Churchill Place

London

E14 5HP

SOLICITORS:

Bevan Brittan LLP

Kings Orchard

1 Queen Street

Bristol

BS2 0HQ

The directors present their report with the financial statements of the company for the year ended 31 December 2019.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this

report.

D J Harding

S L Jones

R D Knight

P A Would

GOING CONCERN

The financial statements have been prepared on a going concern basis because the Company and its subsidiary

undertakings are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the

company will continue as a going concern until the cessation of the contract on 31st December 2035.

On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the

company has adequate resources to continue in operational existence for the foreseeable future, being a period of not

less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis

in preparing the accounts.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has provided qualifying third party indemnity provisions in respect of the board of directors which were in

force during the year and at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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;

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

AUDITORS

The auditors, Fairhurst, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

D J Harding - Director

30 June 2020

Opinion

We have audited the financial statements of Boxwood Holdings Limited (the 'company') for the year ended

31 December 2019 which comprise the Income Statement, Statement of Financial Position and Notes to the Financial

Statements, including a summary of 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 2019 and of its profit 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.

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 Auditors' 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of

the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

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 Report of the Directors.

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 directors' 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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic

alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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 a Report of the Auditors 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.

Jane Dennis (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

30 June 2020

TURNOVER

-

-

Administrative expenses

-

30

-

(30

)

Interest receivable and similar income

4

365,417

365,581

Interest payable and similar expenses

5

(365,417

)

(365,581

)

LOSS BEFORE TAXATION

6

-

(30

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

-

(30

)

FIXED ASSETS

Investments

7

2,584,245

2,648,952

CURRENT ASSETS

Debtors

8

1,515,125

1,459,356

Cash at bank

216

216

1,515,341

1,459,572

CREDITORS

Amounts falling due within one year

9

2,331,706

2,213,347

NET CURRENT LIABILITIES

(816,365

)

(753,775

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,767,880

1,895,177

CREDITORS

Amounts falling due after more than one year

10

1,755,947

1,883,244

NET ASSETS

11,933

11,933

CAPITAL AND RESERVES

Called up share capital

12

55,980

55,980

Retained earnings

(44,047

)

(44,047

)

SHAREHOLDERS' FUNDS

11,933

11,933

The 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 30 June 2020 and were signed on its behalf by:

D J Harding - Director

1.	STATUTORY INFORMATION

Boxwood Holdings Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared under the historical cost convention unless otherwise specified

within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the

Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

The Company is the parent undertaking of a small group and as such is not required by the Companies Act 2006

to prepare group accounts. These financial statements therefore present information about the Company as an

individual undertaking and not about its group.

The financial statements are prepared in sterling which is the functional currency of the Company.

Going concern

The financial statements have been prepared on a going concern basis because the Company and its subsidiary

undertakings are continuing to operate in accordance with the financial model of the PFI contract. This indicates

that the company will continue to operate until the cessation of the contract on 31st December 2035.

On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the

company has adequate resources to continue in operational existence for the foreseeable futures, being a period

of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going

concern basis in preparing the accounts.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Finance costs

Finance costs are charged to the Income Statement over the term of the debt using the effective interest method

so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a

reduction in the proceeds of the associated capital instrument.

Interest income

Interest income is recognised in the Income Statement using the effective interest method.

Borrowing costs

All borrowing costs are recognised in the Income Statement in the year in which they are incurred.

3.	EMPLOYEES AND DIRECTORS

The Company has no employees other than the directors, who did not receive any remuneration (2018 - £Nil).

4.

INTEREST RECEIVABLE AND SIMILAR INCOME

2019

2018

£

£

Interest receivable

365,417

365,581

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2019

2018

£

£

Interest payable

365,417

365,581

6.	LOSS BEFORE TAXATION

Auditors remuneration

Fees payable to the Company's auditors for the audit of the Company's annual financial statements and non-audit

services are borne by the other group companies in both the current year and prior year.

7.	FIXED ASSET INVESTMENTS

Other

loans

£

At 1 January 2019

2,648,952

Repayment in year

(64,707

)

At 31 December 2019

2,584,245

The investment represents 100% of the Ordinary share capital and subordinated unsecured loan notes of

Boxwood Leisure Limited, a company registered in England and Wales. Boxwood Leisure Limited is involved in

the construction and management of new leisure facilities under a PFI contract.

The subordinated loan notes bear the same terms as the subordinated unsecured loan notes invested in the

subsidiary undertaking. Interest has been paid during the period to the parent on the same basis as the

subordinated loan investment.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Amounts owed by group

1,513,607

1,457,838

Other debtors

1,518

1,518

1,515,125

1,459,356

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Subordinated loan (see note 11)

127,296

64,708

Trade creditors

1,761

1,761

Amounts owed to group

695,020

695,020

Accruals and deferred income

1,507,629

1,451,858

2,331,706

2,213,347

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

£

£

Subordinated loan (see note 11)

1,755,947

1,883,244

Amounts falling due in more than five years:

Repayable by instalments

Subordinated loan

1,363,448

1,533,921

11.

LOANS

An analysis of the maturity of loans is given below:

2019

2018

£

£

Amounts falling due within one year or on demand:

Subordinated loan

127,296

64,708

Amounts falling due between one and two years:

Subordinated loan

81,692

72,706

Amounts falling due between two and five years:

Subordinated loan

310,807

276,617

Amounts falling due in more than five years:

Repayable by instalments

Subordinated loan

1,363,448

1,533,921

The subordinated loans bear the same terms as the subordinated unsecured loan notes invested in the subsidiary

undertaking. Interest has been paid during the period to the parent on the same basis as the subordinated loan

investment.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2018

value:

£

£

27,990

Ordinary B shares

£1

27,990

27,990

27,990

Ordinary P shares

£1

27,990

27,990

55,980

55,980

The terms of the shares are all the same.

13.	RELATED PARTY DISCLOSURES

As a wholly owned subsidiary of Leisureplan Investments Limited, the Company is exempt from the

requirements to disclose details of transactions with other wholly owned subsidiaries of that company.

14.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Leisureplan Projects Limited, which is registered in England and Wales.

Leisureplan Projects Limited is wholly owned by Leisureplan Investments Limited which has one shareholder,

being Equitix Leisure Limited (whose ultimate parent undertaking and controlling party is Equitix Fund LLP).