ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

GH STANLEY LIMITED - Company Information

Caseware UK (AP4) 2021.0.152 2021.0.152 2022-03-312022-03-312022-03-312022-03-312022-03-31falsetruetruetrue2truefalse2021-04-012 06450919 2021-04-01 2022-03-31 06450919 2020-04-01 2021-03-31 06450919 2022-03-31 06450919 2021-03-31 06450919 2020-04-01 06450919 1 2021-04-01 2022-03-31 06450919 1 2020-04-01 2021-03-31 06450919 2 2021-04-01 2022-03-31 06450919 2 2020-04-01 2021-03-31 06450919 5 2021-04-01 2022-03-31 06450919 5 2020-04-01 2021-03-31 06450919 6 2021-04-01 2022-03-31 06450919 6 2020-04-01 2021-03-31 06450919 d:CompanySecretary1 2021-04-01 2022-03-31 06450919 d:Director1 2021-04-01 2022-03-31 06450919 d:Director2 2021-04-01 2022-03-31 06450919 d:RegisteredOffice 2021-04-01 2022-03-31 06450919 e:CurrentFinancialInstruments 2022-03-31 06450919 e:CurrentFinancialInstruments 2021-03-31 06450919 e:Non-currentFinancialInstruments 2022-03-31 06450919 e:Non-currentFinancialInstruments 2021-03-31 06450919 e:Non-currentFinancialInstruments 6 2022-03-31 06450919 e:Non-currentFinancialInstruments 6 2021-03-31 06450919 e:CurrentFinancialInstruments e:WithinOneYear 2022-03-31 06450919 e:CurrentFinancialInstruments e:WithinOneYear 2021-03-31 06450919 e:Non-currentFinancialInstruments e:AfterOneYear 2022-03-31 06450919 e:Non-currentFinancialInstruments e:AfterOneYear 2021-03-31 06450919 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2022-03-31 06450919 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2021-03-31 06450919 e:Non-currentFinancialInstruments e:MoreThanFiveYears 2022-03-31 06450919 e:Non-currentFinancialInstruments e:MoreThanFiveYears 2021-03-31 06450919 e:ReportableOperatingSegment1 2021-04-01 2022-03-31 06450919 e:ReportableOperatingSegment1 2020-04-01 2021-03-31 06450919 e:ShareCapital 2021-04-01 2022-03-31 06450919 e:ShareCapital 2022-03-31 06450919 e:ShareCapital 2020-04-01 2021-03-31 06450919 e:ShareCapital 2021-03-31 06450919 e:ShareCapital 2020-04-01 06450919 e:OtherMiscellaneousReserve 2021-04-01 2022-03-31 06450919 e:OtherMiscellaneousReserve 2022-03-31 06450919 e:OtherMiscellaneousReserve 1 2021-04-01 2022-03-31 06450919 e:OtherMiscellaneousReserve 2 2021-04-01 2022-03-31 06450919 e:OtherMiscellaneousReserve 2020-04-01 2021-03-31 06450919 e:OtherMiscellaneousReserve 2021-03-31 06450919 e:OtherMiscellaneousReserve 2020-04-01 06450919 e:OtherMiscellaneousReserve 1 2020-04-01 2021-03-31 06450919 e:OtherMiscellaneousReserve 2 2020-04-01 2021-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2022-03-31 06450919 e:RetainedEarningsAccumulatedLosses 1 2021-04-01 2022-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2 2021-04-01 2022-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2020-04-01 2021-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2021-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2020-04-01 06450919 e:RetainedEarningsAccumulatedLosses 1 2020-04-01 2021-03-31 06450919 e:RetainedEarningsAccumulatedLosses 2 2020-04-01 2021-03-31 06450919 e:OtherDeferredTax 2022-03-31 06450919 e:OtherDeferredTax 2021-03-31 06450919 d:OrdinaryShareClass1 2021-04-01 2022-03-31 06450919 d:OrdinaryShareClass1 2022-03-31 06450919 d:OrdinaryShareClass1 2021-03-31 06450919 d:FRS102 2021-04-01 2022-03-31 06450919 d:Audited 2021-04-01 2022-03-31 06450919 d:FullAccounts 2021-04-01 2022-03-31 06450919 d:PrivateLimitedCompanyLtd 2021-04-01 2022-03-31 06450919 2 2021-04-01 2022-03-31 06450919 3 2021-04-01 2022-03-31 06450919 9 2021-04-01 2022-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 06450919

GH STANLEY LIMITED

AUDITED

DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 MARCH 2022

GH STANLEY LIMITED

COMPANY INFORMATION

Directors	Mr A. T. S. Parry
	Mr A. W. Hopps


Company secretary	Mr A. T. S. Parry


Registered number	06450919


Registered office	4 Greengate
	Cardale Park
	Harrogate
	North Yorkshire
	HG3 1GY


Independent auditors	Wellden Turnbull Limited
	Chartered Accountants & Statutory Auditor
	Albany House
	Claremont Lane
	Esher
	Surrey
	KT10 9FQ

GH STANLEY LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Profit and Loss Account	7
Statement of Comprehensive Income	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 - 23

GH STANLEY LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2022

The Directors present their report and the financial statements for the year ended 31 March 2022.

Directors' responsibilities statement

The Directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.

Principal activity

The Company is a trading Company engaged by NHS Property Services Limited ("The Government-Owned Company") to provide healthcare and other services to the Government-Owned Company under the Governments Private Finance Initiative ("PFI").

Results and dividends

The profit for the year, after taxation, amounted to £202,238 (2021 - £129,194).

No dividends were paid during the year (2021 - £Nil) and the directors have not recommended a final dividend to be paid (2021 - £Nil).

Directors

The Directors who served during the year were:

Mr A. T. S. Parry

Mr A. W. Hopps

Page 1

GH STANLEY LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2022

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

Subsequent to the year end date, economies and financial markets have continued to be affected by the global uncertainties. The Company earns income from a PFI contract with NHS Property Services Limited which matures in 2038. The Directors have assessed the impact and risk of the current market conditions on the Company and do not believe these to be material in nature. Details of the Directors' going concern assessment are included in note 2.4.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr A. T. S. Parry

Director

Date: 9 December 2022

Page 2

GH STANLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH STANLEY LIMITED

Opinion

We have audited the financial statements of GH Stanley Limited (the 'Company') for the year ended 31 March 2022, which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 March 2022 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 United Kingdom, including the Financial Reporting Council'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.

Emphasis of matter

We draw attention to note 2.4 of the financial statements which sets out the basis for management’s assessment of the Company’s position as a going concern, including assessment of the impact of global uncertainties on the Company, and the subsequent preparation of the accounts on a going concern basis. Our opinion is not modified in this respect. We draw attention to note 2.16 of the financial statements, which describes the accounting treatment for fair value gains and losses on financial instrument swaps held by the Company. Our opinion is not modified in this respect.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Page 3

GH STANLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH STANLEY LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4

GH STANLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH STANLEY LIMITED (CONTINUED)

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 an Auditors' 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.

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:

∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

∙Assessing the reasonableness of revenue and finance income recognised in the period based on contractual terms and obligations and the requirement of accounting standards;

∙Reviewing and challenging assumptions and judgements in respect of significant accounting estimates, regarding the valuation of finance debtors and related recoverability, including valuation methodology and financial models and key inputs such as forward cash flow forecasts and associated growth rates and discount rates;

∙Reviewing and challenging the fair value of the Company's swaps instruments including performing independent valuation and sensitivity analysis using market data to assess the assigned valuation and potential indicators of management bias;

∙Reviewing and challenging the underlying assumptions and valuation methodology used for the valuation of the Company's group and third party loans including assessing the reasonableness of valuation inputs and assumptions in the context of market available data to assess for indicators of management bias;

∙Reviewing the tax provisions of the Company with the assistance of our independent tax specialists; and

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

Page 5

GH STANLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH STANLEY LIMITED (CONTINUED)

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 an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Nelligan FCA (Senior Statutory Auditor)

for and on behalf of

Wellden Turnbull Limited

Chartered Accountants

Statutory Auditor

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ

Date: 14 December 2022

Page 6

GH STANLEY LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2022

	2022	2021
Note	£	£


Turnover	4	584,058	563,473
Administrative expenses		(297,690)	(337,810)
Operating profit		286,368	225,663
Interest receivable and similar income	7	689,549	693,052
Interest payable and similar expenses	8	(773,679)	(789,521)
Profit before tax		202,238	129,194
Tax on profit	9	-	-
Profit for the financial year		202,238	129,194

The notes on pages 11 to 23 form part of these financial statements.

Page 7

GH STANLEY LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2022

				2022	2021
				£	£

Profit for the financial year	202,238	129,194
Other comprehensive income
Fair value gains on swaps	700,563	809,519
Deferred tax arising on fair value adjustments	(8,433)	(153,809)
Other comprehensive income for the year	692,130	655,710
Total comprehensive income for the year	894,368	784,904

The notes on pages 11 to 23 form part of these financial statements.

Page 8

GH STANLEY LIMITED

REGISTERED NUMBER: 06450919

BALANCE SHEET

AS AT 31 MARCH 2022

		2022		2021
Note		£		£


Current assets
Debtors: amounts falling due after more than one year	10	9,313,204		9,643,524
Debtors: amounts falling due within one year	10	1,741,409		1,626,131
Cash at bank and in hand	11	729,058		1,032,226
		11,783,671		12,301,881
Creditors: amounts falling due within one year	12	(444,274)		(885,062)
Net current assets			11,339,397		11,416,819
Total assets less current liabilities			11,339,397		11,416,819
Creditors: amounts falling due after more than one year	13		(14,367,358)		(15,339,148)
Net liabilities			(3,027,961)		(3,922,329)

Capital and reserves
Called up share capital	18	25,000	25,000
Other reserves	19	(1,558,423)	(2,250,553)
Profit and loss account	19	(1,494,538)	(1,696,776)
Shareholders' deficit		(3,027,961)	(3,922,329)

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr A. T. S. Parry

Director

Date: 9 December 2022

The notes on pages 11 to 23 form part of these financial statements.

Page 9

GH STANLEY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2022

	Called up share capital	Other reserves - Hedging reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2020	25,000	(2,906,263)	(1,825,970)	(4,707,233)
Comprehensive income for the year
Profit for the year	-	-	129,194	129,194
Fair value gains on swaps	-	809,519	-	809,519
Deferred tax arising on fair value adjustments	-	(153,809)	-	(153,809)
Other comprehensive income for the year	-	655,710	-	655,710
Total comprehensive income for the year	-	655,710	129,194	784,904
Total transactions with owners	-	-	-	-

At 1 April 2021	25,000	(2,250,553)	(1,696,776)	(3,922,329)
Comprehensive income for the year
Profit for the year	-	-	202,238	202,238
Fair value gains on swaps	-	700,563	-	700,563
Deferred tax arising on fair value adjustments	-	(8,433)	-	(8,433)
Other comprehensive income for the year	-	692,130	-	692,130
Total comprehensive income for the year	-	692,130	202,238	894,368
Total transactions with owners	-	-	-	-
At 31 March 2022	25,000	(1,558,423)	(1,494,538)	(3,027,961)

The notes on pages 11 to 23 form part of these financial statements.

Page 10

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

1.	General information

GH Stanley Limited is a private Company, limited by shares, incorporated in England and Wales, registered number 06450919. The registered office is 4 Greengate, Cardale Park, Harrogate, North Yorkshire, HG3 1GY.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

These financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Compliance with accounting standards

The accounts have been prepared in accordance with the provisions of FRS 102, with the exception of matters disclosed in note 2.16. Management have concluded that the financial statements present a true and fair view of the Company's affairs as at 31 March 2022 and its profit for the year then ended.

2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Cardale PFI Investments Limited as at 31 March 2022 and these financial statements may be obtained from 4 Greengate, Cardale Park, Harrogate, North Yorkshire, HG3 1GY.

Page 11

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

2.4

Going concern

The financial statements have been prepared on a going concern basis as although the Company is in a net liability position, it has been profitable and generated sufficient cash from operations to meet its liabilities as they fall due. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risks of the business, including the global uncertainties. In doing so the Directors have considered the Company’s business model and availability of cash resources. The Directors have prepared projected cash flow information for at least twelve months from the date of their approval of these financial statements. On the basis of this cash flow information, the Directors consider that the Company will continue to operate within the long term facility currently agreed. In addition, during the operational phase of the project, sufficient cash flow is projected to be generated to allow the Company to meet continue to meet its liabilities as they fall due for payment.
The Company’s senior loan is repayable by 31 March 2037 and is supported by the future cash flows from a PFI contract with NHS Property Services Limited which matures 2038. Furthermore, the balance sheet net liability position is driven by the historic swap positions which are significantly out of the money. It is not the intention of management to close out these instruments before their maturity date and the required cash flows to service the swaps are built into forward cash flow models supporting management’s going concern assessment. Having undertaken this assessment the Directors consider it is appropriate to prepare the financial statements on a going concern basis.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

The Company recognises income when it has fully fulfilled its contractual obligations. In accordance with FRS 102 the Company includes sales and purchase transactions related to variations under the original contract where the benefits and risks are retained by the Company, within the financial statements as turnover and operating costs.
Transactions to which the Company does not have access to all the significant benefits and risks are excluded from the financial statements.

2.6

Finance debtor

The Company operates a PFI contract. During the operational phase income is allocated between interest receivable and the finance debtor using an asset specific interest rate. The remainder of the PFI unitary charge is included within turnover.

Page 12

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss 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.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 13

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.14

Financial instruments

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Derivatives, including interest rate and inflation swaps, are not basic financial instruments.

Page 14

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

2.15

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to fair value at each reporting date. Fair value gains and losses are recognised in the statement of comprehensive income unless hedge accounting is applied and the hedge is a cash flow hedge.

To qualify for hedge accounting, the Company documents the hedged item, the hedging instrument and the hedging relationship between them and the causes of hedge ineffectiveness.

The Company elects to adopt hedge accounting for interest rate swaps and inflation rate swaps (the 'swaps') where:

∙The swaps are a qualifying hedging instrument with an external party that hedges rate risk on a loan, part of the nominal amount of a loan, or a group of loans managed together that share the same risk and that qualify as a hedged item;

∙The hedging relationship between the swaps and the interest rate risk on the loan is consistent with the risk management objectives for undertaking hedges (i.e. to manage the risk that fixed interest rates become unfavourable in comparison to current market rates or the variability in cash flows arising from variable interest rates); and

∙The change in the fair value of the swaps is expected to move inversely to the change in the fair value of the interest rate risk on the loan.

Borrowings are initially recognised at the transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges.

2.16

Hedge accounting

The Company uses variable to fixed interest rate swaps to manage its exposure to interest rate cash flow risk on its variable rate debt. These derivatives are measured at fair value at each balance sheet date.

To better reflect the nature of the long term financing structure in operation and in a modification to accounting standards, all cumulative hedging gains or losses on the hedged item are recognised as an asset or liability with a corresponding gain or loss recognised in the statement of comprehensive income. The treatment better reflects the financing profile in operation across the life of the structure.

Page 15

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources.
Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the actual results.
Critical areas of judgement
The Company makes judgements in applying its accounting policies as described below:
The recoverability of the amounts recoverable on long term contracts is based on the receipt of the unitary fee in accordance with the contractual payment mechanisms contained in the project agreement with its client, NHS Property Services Limited.
The accounting for service concession contracts and finance debtors requires estimation of service margins, finance debtors interest rates and associated amortisation profile which is based on forecasted results of the PFI contract.
In the UK the FCA, LIBOR's regulator, announced that it will cease to compel banks to publish LIBOR, and any sterling inter-bank rate published will be deemed to be 'not representative' after 31 December 2021. In the UK market, the new risk free rate will be SONIA, administered by the Bank of England.
An estimation is required on future SONIA rates when accounting for loan facilities held at amortised cost, based on current market data. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated as an estimate subject to these variations.
The valuation of the interest and inflation rate swaps held requires estimation of the cost of capital associated with the loan facility, future SONIA and inflation rates over the lifetime of the swaps which is based on current market data. Actual rates will vary from the forecast over the lifetime of the swaps, rendering the fair value of the position an estimate subject to these variations.
An estimation is required on the reasonableness of future costs when accounting for lifecycle maintenance requirements. This is assessed based on historical costs which have been incurred and the future forecast of maintenance work contractually required. Actual costs will vary from forecast over the contract’s life rendering the lifecycle costs as an estimate subject to these variations.
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 if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

Page 16

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

	Unitary charge	584,058	563,473

All turnover arose within the United Kingdom.

5.	Auditors' remuneration
	The audit fee for 31 March 2022 and 31 March 2021 has been borne by the parent company, Grosvenor PFI Holdings Limited.

Employees

The average monthly number of employees, including the Directors, during the year was as follows:

	2022	2021
	No.	No.

Directors	2	2

During the year, no director received any emoluments (2021 - £Nil).

7.	Interest receivable
		2022	2021
		£	£

Other interest receivable

689,549

693,052

8.	Interest payable and similar expenses
		2022	2021
		£	£

Bank interest payable	637,778	653,572
Other loan interest payable	135,901	135,949
	773,679	789,521

Page 17

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022



Total current tax	-	-

Profit on ordinary activities before tax

202,238

129,194

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19 %)	38,425	24,547
Effects of:
Utilisation of tax losses	(38,425)	(24,547)
Total tax charge for the year	-	-

Factors that may affect future tax charges

In March 2021, the Chancellor of the Exchequer announced an increase in the corporation tax rate from 19% to 25% with effect from April 2023. Deferred taxation has been provided at 25%.
The Company has tax losses which are available for offset against future trading profits.

Page 18

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

10.	Debtors
		2022	2021
		£	£

Due after more than one year
Finance debtor	8,793,730	9,115,617
Deferred tax asset	519,474	527,907
	9,313,204	9,643,524

					2022	2021
					£	£

Due within one year
Amounts owed by group undertakings	1,293,699	1,201,147
Finance debtor	321,147	300,131
Prepayments and accrued income	126,563	124,853
	1,741,409	1,626,131

Amounts owed by group undertakings are interest free and repayable on demand.

11.	Cash and cash equivalents
		2022	2021
		£	£

	Cash at bank and in hand	729,058	1,032,226

The Company is obligated to keep cash reserves as at the balance sheet date in respect of requirements in the Company's funding agreements. This restricted cash balance, which is shown within the cash at bank and in hand balance, amounts to £302,241 (2021 - £429,264).

12.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Bank loans	271,222	280,594
Trade creditors	50,993	48,556
Other taxation and social security	41,942	41,808
Other creditors	-	110,779
Accruals and deferred income	80,117	403,325
	444,274	885,062

Page 19

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

13.	Creditors: Amounts falling due after more than one year
		2022	2021
		£	£

Bank loans	11,229,874	11,501,101
Amounts owed to group undertakings	1,059,587	1,059,587
Fair value of derivative contracts	2,077,897	2,778,460
	14,367,358	15,339,148

Secured loans
Bank loans are repayable semi-annually by instalments. The interest rate margin over SONIA is 0.551%. The Company has interest rate swaps which effectively fixes the interest on the loan at 5.43% over the period (see note 16).
The bank borrowings are secured by a fixed and floating charge over the whole of the Company's undertakings and assets. The loan contracts contain covenants regarding inter-alia performance by the Company of financial and non-financial obligations under the PFI contracts. In circumstances of noncompliance lenders rights include direction of the company's business for immediate repayment and enforcement of security.
Amounts owed to group undertakings are repayable as shown in note 14. The interest being charged is at a fixed rate of 9.42% p.a on a semi annual basis.
Included within creditors falling due after more than one year is an amount of £10,446,562 (2021 - £11,044,795) in respect of liabilities which fall due for payment after more than five years from the balance sheet date.

Page 20

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Amounts falling due within one year
Bank loans	271,222	280,594
	271,222	280,594

Amounts falling due 2-5 years
Bank loans	1,810,485	1,512,124
Amounts owed to group undertakings	32,414	3,769
	1,842,899	1,515,893
Amounts falling due after more than 5 years
Bank loans	9,419,389	9,988,977
Amounts owed to group undertakings	1,027,173	1,055,818
	10,446,562	11,044,795
	12,560,683	12,841,282

15.	Basic financial instruments

Financial assets held that are debt instruments measured at amortised cost amounted to £10,408,576 (2021 - £10,616,895).
Financial liabilities held that are debt instruments measured at amortised cost amounted to £12,611,676 (2021 - £12,889,838).

Page 21

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

16.	Complex financial instruments
	The fair value of the Company’s derivatives are as follows:
		2022	2021	2022	2021
		£	£	£	£

Interest rate swap contracts	(11,547,713)	(11,831,432)	(2,903,393)	(4,378,829)
Inflation rate swap contracts	275,000	275,000	825,497	1,600,369
	(11,272,713)	(11,556,432)	(2,077,896)	(2,778,460)

The Company uses derivatives to manage the exposure to interest rate and inflation movements on its senior debt. The fair values are calculated using valuation techniques, the inputs for which are based on market data at the balance sheet date.
The fair value of the swaps are determined using the forward curve for 6 Month GBP SONIA and the UK Retail Price Index.
All swaps meet the conditions for hedge accounting, as set out in the accounting policies.

17.	Deferred taxation

	2022	2021
	£	£

At beginning of year	527,907	681,716
Charged to other comprehensive income	(8,433)	(153,809)
At end of year	519,474	527,907

The deferred tax asset is made up as follows:
	2022	2021
	£	£

Timing differences arising from fair value adjustments

519,474

527,907

18.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

25,000 (2021 - 25,000) Ordinary shares of £1.00 each	25,000	25,000

Page 22

GH STANLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

19.

Reserves

Other reserves

Other reserves relates to the hedging reserve which represents movements in the fair value of the interest and inflation rate swap derivatives and associated deferred tax.

Profit and loss account

The profit and loss reserve represents cumulative profits and losses, net of dividends and other adjustments.

20.	Related party transactions
	Fees of £268,677 (2021 - £316,095) have been charged by undertakings related by virtue of common directors and shareholders. At the year-end these related undertakings were owed £36,757 (2021 - £34,320) by the Company. The Company has taken advantage of FRS102 section 33 paragraph 1A not to disclose transactions with wholly owned group members.

21.	Controlling party

The ultimate parent undertaking and controlling party is Cardale PFI Investments Limited.
Consolidated financial statements are available from the registered office at 4 Greengate, Cardale Park, Harrogate, North Yorkshire, HG3 1GY.

Page 23