ACCOUNTS - Final Accounts preparation


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Registered number: 09512797










CARDALE PFI INVESTMENTS LIMITED

AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 MARCH 2023
 






 



 






 
CARDALE PFI INVESTMENTS LIMITED
 

COMPANY INFORMATION


Directors
Mr N. D. Taee 
Mr R. J. Austin 
Mr P. P. Copley 
Mr C. J. Taee 
Mr A. T. S. Parry 




Company secretary
Mr A. T. S. Parry



Registered number
09512797



Registered office
4 Greengate
Cardale Park

Harrogate

North Yorkshire

HG3 1GY




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
CARDALE PFI INVESTMENTS LIMITED
 

CONTENTS



Page
Group strategic report
 
 
1
Directors' report
 
 
2 - 3
Independent auditors' report
 
 
4 - 7
Consolidated profit and loss account
 
 
8
Consolidated statement of comprehensive income
 
 
9
Consolidated balance sheet
 
 
10 - 11
Company balance sheet
 
 
12
Consolidated statement of changes in equity
 
 
13 - 14
Company statement of changes in equity
 
 
15 - 16
Consolidated statement of cash flows
 
 
17
Consolidated analysis of net debt
 
 
18
Notes to the financial statements
 
 
19 - 40


 
CARDALE PFI INVESTMENTS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The directors present their strategic report on the Group consolidated accounts of Cardale PFI Investments Limited for the year ended 31 March 2023.

Business review
 
During the year the principal activity of the Group was the provision of services under the Private Finance Initiative (PFI) focused upon the provision of operational services in healthcare, education, court and police facilities projects.
All centres have been fully operational during the year providing revenues in line with the financial models in order for the Group to meet its financial obligations.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the Group relate to the non - delivery of services in accordance with PFI contracts by the individual project Companies which could impact on the level of the unitary charge receipts and the Group’s ability for debt services to be met. 

Financial key performance indicators
 
The key financial performance indicators are revenue, cash flow management and profitability as reported in quarterly management accounts and Group financial overview. 
Group turnover in the year ended 31 March 2023 was £41,220,939 (2022 - £36,601,535) resulting in a Group loss after tax for the year of £1,897,976 (2022 - £4,943,304). The management of cash flow increased cash and  equivalents to £45,100,015 in the current 2023 year compared to £38,588,065 in 2022.

Other key performance indicators
 
Financial penalties are levied by the relevant Authority or Council in the event the project Companies are unable to make certain areas of the facilities available or certain service requirements are not achieved as set out in the Concession Agreement. 
Any penalties incurred are passed down to the project Companies' subcontractors and their quantum is an indication of the performance level achieved.
The directors’ consider the Group performance to be satisfactory when judged against this metric for the year end as at 31 March 2023.


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



Mr A. T. S. Parry
Director

Date: 8 February 2024

Page 1

 
CARDALE PFI INVESTMENTS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report and the financial statements for the year ended 31 March 2023.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activities of the Group and Company are the management of a portfolio of PFI contracts through its subsidiary undertakings providing services under the Government's Private Finance Initiative (PFI). 

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £2,594,051 (2022 - loss £5,561,983).

No dividends were paid during the year (2022 - £Nil) and the directors have not recommended a final dividend to be paid (2022 - £Nil)

Directors

The directors who served during the year were:

Mr N. D. Taee 
Mr R. J. Austin 
Mr P. P. Copley 
Mr C. J. Taee 
Mr A. T. S. Parry 

No director has or has held during the year any personal interests in any significant or material contract with the Group.

Page 2

 
CARDALE PFI INVESTMENTS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Future developments

The Group continues to seek future opportunities commensurate with the Group's skill and expertise in the PFI and related markets.

Financial instruments

The Group holds both basic and complex financial instruments to manage its financial risk (including interest rate risk, inflation risk, liquidity risk and cash flow risk) and operates hedge accounting as part of its group policy.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Subsequent to the year end date, economies and financial markets continue to experience significant volatility as a result of economic uncertainties. The Group and Company earns income from PFI contracts through its trading company subsidiaries which mature in future years. The Directors have assessed the impact and risk of the current market conditions on the Group and Company and do not believe these to be material in nature. Details of the Directors' going concern assessment are included in note 2.4.

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





Mr A. T. S. Parry
Director

Date: 8 February 2024

Page 3

 
CARDALE PFI INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARDALE PFI INVESTMENTS LIMITED
 

Opinion


We have audited the financial statements of Cardale PFI Investments Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2023, which comprise the consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 March 2023 and of the Group's loss 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 Group 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 Group's and Company’s position as a going concern, including assessment of the impact of global uncertainties on the Group and 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 2.21 of the financial statements, which describes the accounting treatment for fair value gains and losses on financial instrument swaps held by the Group and 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 Group's or the 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.


Page 4

 
CARDALE PFI INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARDALE PFI INVESTMENTS 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 ReportOur 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 group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
CARDALE PFI INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARDALE PFI INVESTMENTS 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 Group 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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Group and Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Group's and Company’s operations and reputation. The Companies Act 2006, employee legislation, health and safety legislation, and data protection are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.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, interest receivable and payable 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 fixed assets and investments and related impairment assessment, 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 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;

Verifying the Group's and Company's fair value swap positions to independent third party commercial valuations;

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;
 
Page 6

 
CARDALE PFI INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARDALE PFI INVESTMENTS LIMITED (CONTINUED)


Reviewing the tax provisions of the Group and 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.


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 2006Our 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 Auditors
  
Albany House
Claremont Lane
Esher
Surrey
KT10 9FQ

 
Date: 
8 February 2024
Page 7

 
CARDALE PFI INVESTMENTS LIMITED
 

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
                                                                                                                         Note  
£
£

  

Turnover
 4 
41,220,939
36,601,535

Cost of sales
  
(21,316,516)
(20,713,758)

Gross profit
  
19,904,423
15,887,777

Administrative expenses
  
(10,530,278)
(8,869,838)

Operating profit
  
9,374,145
7,017,939

Interest receivable and similar income
 6 
10,137,994
10,056,370

Interest payable and similar expenses
 7 
(20,704,143)
(21,148,429)

Loss before tax
  
(1,192,004)
(4,074,120)

Tax on loss
 8 
(705,972)
(869,184)

Loss for the financial year
  
(1,897,976)
(4,943,304)

Loss for the year attributable to:
  

Non-controlling interests
  
696,075
618,679

Owners of the parent
  
(2,594,051)
(5,561,983)

  
(1,897,976)
(4,943,304)

The notes on pages 19 to 40 form part of these financial statements.

Page 8

 
CARDALE PFI INVESTMENTS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
£
£


Loss for the financial year

  

(1,897,976)
(4,943,304)

Other comprehensive income
  


Fair value gains on swaps
  
31,180,623
16,891,614

Deferred tax arising on fair value adjustments
  
(7,786,206)
(809,801)

Other comprehensive income for the year
  
23,394,417
16,081,813

Total comprehensive income for the year
  
21,496,441
11,138,509

(Loss) for the year attributable to:
  


Non-controlling interest
  
696,075
618,679

Owners of the parent Company
  
(2,594,051)
(5,561,983)

  
(1,897,976)
(4,943,304)

Total comprehensive income attributable to:
  


Non-controlling interest
  
696,075
618,679

Owners of the parent Company
  
21,496,441
11,138,509

  
22,192,516
11,757,188

The notes on pages 19 to 40 form part of these financial statements.

Page 9

 
CARDALE PFI INVESTMENTS LIMITED
REGISTERED NUMBER: 09512797

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
                                                                          Note  
£
£

Fixed assets
  

Intangible assets
 10 
56,970,678
59,883,937

Tangible assets
 11 
54,498,149
56,640,083

Investments
 12 
3,826,342
3,826,342

  
115,295,169
120,350,362

Current assets
  

Debtors: amounts falling due after more than one year
 13 
126,196,910
136,416,774

Debtors: amounts falling due within one year
 13 
17,945,322
17,051,813

Cash at bank and in hand
 14 
45,100,015
38,588,065

  
189,242,247
192,056,652

Creditors: amounts falling due within one year
 15 
(35,628,623)
(29,359,307)

Net current assets
  
 
 
153,613,624
 
 
162,697,345

Total assets less current liabilities
  
268,908,793
283,047,707

Creditors: amounts falling due after more than one year
 16 
(300,445,832)
(337,923,845)

Provisions for liabilities
  

Deferred taxation
 18 
(2,787,917)
(2,027,306)

Other provisions
 19 
(1,572,614)
(470,551)

  
 
 
(4,360,531)
 
 
(2,497,857)

Net liabilities
  
(35,897,570)
(57,373,995)


Capital and reserves
  

Called up share capital 
 20 
1,000
1,000

Other reserves
 23 
(13,977,102)
(37,371,519)

Profit and loss account
 23 
(23,416,607)
(20,822,556)

Equity attributable to owners of the parent Company
  
(37,392,709)
(58,193,075)

Non-controlling interests
  
1,495,139
819,080

Shareholders' deficit
  
(35,897,570)
(57,373,995)


Page 10

 
CARDALE PFI INVESTMENTS LIMITED
REGISTERED NUMBER: 09512797

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2023

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: 8 February 2024

The notes on pages 19 to 40 form part of these financial statements.

Page 11

 
CARDALE PFI INVESTMENTS LIMITED
REGISTERED NUMBER: 09512797

COMPANY BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
                                                                           Note  
£
£

Fixed assets
  

Investments
 12 
26,234,911
26,234,911

Current assets
  

Debtors: amounts falling due after more than one year
 13 
74,667,094
76,360,872

Debtors: amounts falling due within one year
 13 
5,773,506
5,325,558

Cash at bank and in hand
 14 
3,357,332
42,105

  
83,797,932
81,728,535

Creditors: amounts falling due within one year
 15 
(20,572,489)
(18,012,313)

Net current assets
  
 
 
63,225,443
 
 
63,716,222

Total assets less current liabilities
  
89,460,354
89,951,133

Creditors: amounts falling due after more than one year
 16 
(104,885,149)
(103,180,017)

Net liabilities
  
(15,424,795)
(13,228,884)


Capital and reserves
  

Called up share capital 
 20 
1,000
1,000

Profit and loss account brought forward
  
(13,229,884)
(11,196,619)

Loss for the year

  

(2,195,911)
(2,033,265)

Profit and loss account carried forward
  
(15,425,795)
(13,229,884)

Shareholders' deficit
  
(15,424,795)
(13,228,884)


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: 8 February 2024

The notes on pages 19 to 40 form part of these financial statements.

Page 12

 

 
CARDALE PFI INVESTMENTS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023



Called up share capital
Other reserves - Hedging reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 April 2022
1,000
(37,371,519)
(20,822,556)
(58,193,075)
819,080
(57,373,995)



Comprehensive income for the year


Loss for the year

-
-
(2,594,051)
(2,594,051)
-
(2,594,051)


Fair value gains on swaps
-
31,180,623
-
31,180,623
-
31,180,623


Deferred tax arising on fair value adjustments
-
(7,786,206)
-
(7,786,206)
-
(7,786,206)



Other comprehensive income for the year
-
23,394,417
-
23,394,417
-
23,394,417



Total comprehensive income for the year
-
23,394,417
(2,594,051)
20,800,366
-
20,800,366



Contributions by and distributions to owners


Non-controlling interest profit
-
-
-
-
676,059
676,059



Total transactions with owners
-
-
-
-
676,059
676,059



At 31 March 2023
1,000
(13,977,102)
(23,416,607)
(37,392,709)
1,495,139
(35,897,570)



The notes on pages 19 to 40 form part of these financial statements.

Page 13

 

 
CARDALE PFI INVESTMENTS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022



Called up share capital
Other reserves - Hedging reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 April 2021
1,000
(53,453,332)
(15,260,573)
(68,712,905)
221,572
(68,491,333)



Comprehensive income for the year


Loss for the year

-
-
(5,561,983)
(5,561,983)
-
(5,561,983)


Fair value gains on swaps
-
16,891,614
-
16,891,614
-
16,891,614


Deferred tax arising on fair value adjustments
-
(809,801)
-
(809,801)
-
(809,801)



Other comprehensive income for the year
-
16,081,813
-
16,081,813
-
16,081,813



Total comprehensive income for the year
-
16,081,813
(5,561,983)
10,519,830
-
10,519,830



Contributions by and distributions to owners


Non-controlling interest profit
-
-
-
-
597,508
597,508



Total transactions with owners
-
-
-
-
597,508
597,508



At 31 March 2022
1,000
(37,371,519)
(20,822,556)
(58,193,075)
819,080
(57,373,995)



The notes on pages 19 to 40 form part of these financial statements.

Page 14

 
CARDALE PFI INVESTMENTS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2022
1,000
(13,229,884)
(13,228,884)


Comprehensive income for the year

Loss for the year

-
(2,195,911)
(2,195,911)


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
(2,195,911)
(2,195,911)


Total transactions with owners
-
-
-


At 31 March 2023
1,000
(15,425,795)
(15,424,795)


The notes on pages 19 to 40 form part of these financial statements.

Page 15

 
CARDALE PFI INVESTMENTS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2021
1,000
(11,196,619)
(11,195,619)


Comprehensive income for the year

Loss for the year

-
(2,033,265)
(2,033,265)


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
(2,033,265)
(2,033,265)


Total transactions with owners
-
-
-


At 31 March 2022
1,000
(13,229,884)
(13,228,884)


The notes on pages 19 to 40 form part of these financial statements.

Page 16

 
CARDALE PFI INVESTMENTS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,897,976)
(4,943,304)

Adjustments for:

Amortisation of intangible assets
2,913,259
2,913,259

Depreciation of tangible assets
3,921,939
3,813,506

Loss on disposal of tangible assets
428
(7,743)

Interest paid
20,704,143
21,148,429

Interest received
(10,137,994)
(10,056,370)

Taxation charge
705,972
869,184

Decrease in debtors
2,181,852
7,006,482

Increase/(decrease) in creditors
4,238,079
(684,421)

Increase in amounts owed to join ventures
66,977
-

Increase in provisions
1,102,063
306,516

Corporation tax received/(paid)
-
(368,834)

Net cash generated from operating activities

23,798,742
19,996,704


Cash flows from investing activities

Purchase of tangible fixed assets
(1,884,396)
(733,106)

Sale of tangible fixed assets
103,963
7,894

Interest received
10,137,994
10,056,370

Net cash from investing activities

8,357,561
9,331,158

Cash flows from financing activities

Repayment of loans
(10,032,326)
(8,450,847)

Purchase of debenture loans
1,705,132
2,156,697

Other new loans
3,407,000
-

Interest paid
(20,704,143)
(21,148,429)

Dividends paid to non-controlling interests
(20,016)
(21,171)

Net cash used in financing activities
(25,644,353)
(27,463,750)

Net increase in cash and cash equivalents
6,511,950
1,864,112

Cash and cash equivalents at beginning of year
38,588,065
36,723,953

Cash and cash equivalents at the end of year
45,100,015
38,588,065


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
45,100,015
38,588,065


The notes on pages 19 to 40 form part of these financial statements.

Page 17

 
CARDALE PFI INVESTMENTS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2023




At 1 April 2022
Cash flows
At 31 March 2023
£

£

£

Cash at bank and in hand

38,588,065

6,511,950

45,100,015

Debt due after 1 year

(280,272,932)

5,347,921

(274,925,011)

Debt due within 1 year

(10,082,872)

(427,727)

(10,510,599)


(251,767,739)
11,432,144
(240,335,595)

The notes on pages 19 to 40 form part of these financial statements.

Page 18

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Cardale PFI Investments Limited is a private Company, limited by shares, incorporated in England and Wales, registered number 09512797. 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

These financial statements are presented in sterling which is the functional currency of the Group and 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 2.21. Management have concluded that the financial statements present a true and fair view of the Group and Company's affairs as at 31 March 2023 and its loss for the year then ended.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 December 2015.

Page 19

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on the going concern basis meaning that the Group will be able to meet its liabilities as they fall due for the foreseeable future. The Group is loss making and in a net liability position at the year end date, however, has generated sufficient cashflows to meet its liabilities. The Group includes 16 subsidiary companies and 2 joint venture companies which provide operational services in healthcare, facilities management, schools, leisure centres, serviced accommodation, a court facility and a police authority under PFI contracts. The Group has senior loans, debentures, back to back, with (intermediate) subsidiaries and also bank debt, the final date of maturity being 2042. Loan repayments are supported by future cash flows from PFI contracts under the Group's management. The performance of the Group and its ability to meet its liabilities is therefore directly linked to the underlying performance of the subsidiary and joint venture companies. 
In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risks of the business, including economic uncertainties. In doing so the Directors have considered the Group's business model and availability of cash resources. The directors have prepared projected cash flow information and financial models for the life of the projects. During the operational phase of the projects, sufficient cash flows have been, and are, projected to continue to be generated to allow the Group to meet its liabilities as they fall due for payment. On the basis of this cash flow information, the directors consider that the Group and Company will continue to operate within the long term facilities agreed and the Group has the ability, should it be required, to manage its cashflows to meet liabilities for at least twelve months from the date of their approval of these financial statements. Further, the Directors cite, that the Group’s portfolio of PFI contracts extend beyond the senior and subordinated loan maturity dates such that the Group is expected to be profitable in the longer term including the repayment of Group provided sub debt.
Accordingly, the directors believe it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.
 

  
2.5

Revenue accounting policy

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Company recognises income when it has fully fulfilled its contractual obligations. In accordance with FRS 102 the Group 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 Group operates a portfolio of PFI contracts. 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 20

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.7

Service concession arrangements - accounting by operators

Under transitional rules, the Group has elected not to apply FRS102 to service concession arrangements that were entered into before the date of transition. These relate to PFI contracts which under FRS 5 Application Note F "Private Finance Initiative and Similar Contracts" the Directors are of the opinion that the Company bears the majority of the risks and benefits of the property and equipment and as a result this asset was correctly disclosed as a tangible fixed asset. Revenues received from the client are credited to the profit and loss account as receivable.

 
2.8

Interest income

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

 
2.9

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.

 
2.10

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Page 21

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill arising on consolidation
-
the remainder of the PFI contract

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold properties
-
the remainder of the PFI contracts
Plant and machinery
-
over 10 years or the remainder of the PFI contracts

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 22

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the consolidated profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.14

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The consolidated profit and loss account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.15

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.

 
2.16

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.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

Page 23

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
Page 24

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)


If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

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

Page 25

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.20

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 and inflation 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 or inflation rates variation become unfavourable in comparison to  market rates or the variability in cash flows arising from the changes in these 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 and the inflation rate risk on the loan.

 
2.21

Hedge accounting

The Group uses variable to fixed interest rate and inflation rate swaps to manage its exposure to interest rate cash flow risk and inflation rate risk on unitary charges receivable 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. Management believe that this treatment better reflects the financing profile in operation across the life of the structure.

Page 26

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

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 Group 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 on long term PFI contracts is based on the receipt of the unitary fee in accordance with the contractual payment mechanisms contained in the project agreement with its clients and counterparties.
The depreciation charge calculated for the fixed assets requires estimations and judgements on their useful lives. This will affect the value of assets and expenses in the accounts.
As set out in note 17, the Group's bank borrowings attract interest at a variable rate based on SONIA, the risk free rate administered by the Bank of England. Bank loans are held at amortised cost which requires the Directors to forecast the expected interest payable over the life of the loan and recognise, in the profit and loss account, interest annually at an effective rate. Each year end the Directors update their forecasts and recognise any difference between actual and forecast interest payable as an adjustment to the effective interest expense. Forecasts require an estimation as to future SONIA rates, based on current market data. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated an estimate subject to these variations. If interest payable over the life of the loan were to be considerably different to the Directors’ forecasts there could be a material impact on the carrying value of the bank loans and associated interest payable expense.
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 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 27

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

4.


Turnover

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


2023
2022
£
£

PFI contracts
41,220,939
36,601,535


All turnover arose within the United Kingdom.


5.


Employees





The average monthly number of employees, including the directors, during the year and prior year was five. Staff costs for the Group amounted to £nil (2022 - £nil).
The Company has no employees, other than the directors, who did not receive any remuneration (2022 - £nil).


6.


Interest receivable

2023
2022
£
£


Other interest receivable
10,137,994
10,056,370


7.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
10,903,817
11,506,219

Other loan interest payable
9,800,326
9,642,210

20,704,143
21,148,429

Page 28

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.


Taxation


2023
2022
£
£

Corporation tax


Current tax on losses for the year
587,067
229,861

Total current tax
587,067
229,861

Deferred tax


Origination and reversal of timing differences
760,611
396,058

Group relief and other timing differences
(641,706)
243,265

Total deferred tax
118,905
639,323

Taxation on profit on ordinary activities
 
705,972
 
869,184

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of19% (2022 -19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,192,004)
(4,074,120)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(226,481)
(774,083)

Effects of:


Group relief and other timing differences
932,453
1,643,267

Total tax charge for the year
705,972
869,184


Factors that may affect future tax charges

The Chancellor of the Exchequer announced an increase in the corporation tax rate from 19% to 25% with effect from 1 April 2023. Deferred taxation has been provided at 25%.


9.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax of the parent Company for the year was £2,195,911 (2022 - loss £2,033,265).

Page 29

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

10.


Intangible assets

Group





Goodwill

£



Cost


At 1 April 2022
72,890,682



At 31 March 2023

72,890,682



Amortisation


At 1 April 2022
13,006,745


Charge for the year on owned assets
2,913,259



At 31 March 2023

15,920,004



Net book value



At 31 March 2023
56,970,678



At 31 March 2022
59,883,937



Page 30

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

11.


Tangible fixed assets

Group






Leasehold property
Plant and machinery
Total

£
£
£



Cost or valuation


At 1 April 2022
61,807,532
12,010,804
73,818,336


Additions
-
1,884,396
1,884,396


Disposals
-
(1,706,233)
(1,706,233)



At 31 March 2023

61,807,532
12,188,967
73,996,499



Depreciation


At 1 April 2022
13,954,386
3,223,867
17,178,253


Charge for the year on owned assets
2,705,305
1,216,634
3,921,939


Disposals
-
(1,601,842)
(1,601,842)



At 31 March 2023

16,659,691
2,838,659
19,498,350



Net book value



At 31 March 2023
45,147,841
9,350,308
54,498,149



At 31 March 2022
47,853,146
8,786,937
56,640,083




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short leasehold
45,147,841
47,853,146


Page 31

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

12.


Fixed asset investments

Group





Investments in Joint ventures and associates

£



Cost or valuation


At 1 April 2022
3,826,342



At 31 March 2023
3,826,342




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
26,234,911



At 31 March 2023
26,234,911




Page 32

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

Subsidiary undertakings


The direct subsidiaries are Grosvenor PFI Holdings Limited and Cardale Infrastructure Investments Limited. All other subsidiaries are held indirectly.


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Grosvenor PFI Holdings Limited
Ordinary
100%
GH Braintree Limited
Ordinary
100%
GH Lanchester Road Limited
Ordinary
100%
GH North Yorkshire Limited
Ordinary
100%
GH Runwell Limited
Ordinary
100%
GH Stanley Limited
Ordinary
100%
Education PFI Investments Limited
Ordinary
100%
QED (Slough) Limited
Preston*
Ordinary
100%
Kirklees PFI Limited
Ordinary
100%
QED (KMC) Limited
Preston*
Ordinary
86%
Civic PFI Investments Limited
Ordinary
100%
Community Schools (Highlands) Limited
Edinburgh**
Ordinary
100%
Palecastle Limited
Preston*
Ordinary
100%
Civic PFI Investments II Limited
Ordinary
100%
Miven Limited
Preston*
Ordinary
100%
Cardale Infrastructure Investments Limited
Ordinary
100%
Leisure Infrastructure Investors Limited
Ordinary
100%
DC Projects (Amber Valley) Limited
Ordinary
100%
DC Projects (Rotherham) Limited
Ordinary
100%
DC Projects (Wolverhampton) Limited
Ordinary
100%
Cardale PFI Management Limited
Ordinary
100%
Healthsource (Bromley) Limited
Preston*
Ordinary
100%
Caring 4 Croydon Limited (contolling interest)
Preston*
Ordinary
75%
Young Herts Limited
Preston*
Ordinary
100%

The registered office address of the above, unless marked and stated otherwise, is 4 Greengate, Cardale Park, Harrogate, North Yorkshire, HG3 1GY.
*Unit 18 Riversway Business Village, Navigation Way, Ashton-on-Ribble, Preston, PR2 2YP.
**Dundas & Wilson LLP, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.


Participating interests


The Company through Civic PFI Investments Limited holds 33.3% of Leeds Independent Living Accommodation (Holdings) Limited which holds 100% of its subsidiary undertaking, Leeds Independent Living Accommodation Company Limited managing extra care housing facilities under a PFI contract.
The Company, through Cardale Infrastructure Investments Limited, holds 50% of Hull Citycare (Investments) Limited a joint venture with shared control, which holds 60% of its subsidiary undertaking, Hull Citycare Limited, managing healthcare facilities under a PFI contract.

Page 33

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
74,667,094
76,360,872

Finance and other debtors
123,267,850
126,343,216
-
-

Deferred tax asset
2,929,060
10,073,558
-
-

126,196,910
136,416,774
74,667,094
76,360,872


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
6,080,647
2,194,177
-
-

Finance and other debtors
9,459,602
13,719,440
774,333
774,333

Prepayments and accrued income
2,405,073
1,138,196
4,999,173
4,551,225

17,945,322
17,051,813
5,773,506
5,325,558



14.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
45,100,015
38,588,065
3,357,332
42,105


Page 34

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

15.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
10,510,599
10,082,872
-
-

Trade creditors
5,223,985
2,555,752
19,501
-

Amounts owed to group undertakings
-
-
11,072,854
8,641,793

Amounts owed to joint ventures and associated undertakings
66,977
-
-
-

Corporation tax
1,821,631
1,234,566
-
-

Other taxation and social security
1,651,566
1,398,503
-
-

Other creditors
5,930,274
4,400,000
4,432,701
4,400,000

Accruals and deferred income
10,423,591
9,687,614
5,047,433
4,970,520

35,628,623
29,359,307
20,572,489
18,012,313


The Group has a contractual obligation to provide for lifecycle renewal and maintenance of the properties under the PFI contract. The Group has accrued for costs, based on historical costs incurred and future maintenance and renewal works required over the life of the PFI contracts, as set out and supported in the project financial models. The financial models are reviewed and updated biannually. Included within accruals is an amount of £1,828,023 (2022 - £1,623,871) in relation to lifecycle renewal and maintenance, an amount of £370,477 being charged to the group profit and loss in the period. The balance has been reviewed and is deemed reasonable in accordance with expected costs for the repair and/or renewal of the properties.

Page 35

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

16.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Debentures loans
104,885,149
103,180,017
104,885,149
103,180,017

Bank loans
166,632,862
177,092,915
-
-

Loans owed to joint ventures and associated undertakings
3,407,000
-
-
-

Other creditors
16,558,891
17,508,358
-
-

Fair value of derivative contracts
8,961,930
40,142,555
-
-

300,445,832
337,923,845
104,885,149
103,180,017


Borrowings are secured by fixed and floating charges on all the assets of the Company and its undertakings. The debenture loans are repayable by instalments over 27 years ending 31 March 2042. Interest is charged on a semi-annual basis at 9.25% p.a.
Bank loans are secured and repayable by instalments over a period of 5 to 19 years ending 30 November 2039. The interest rate margins over 3 month and 6 month SONIA rate range from 0.551% to 1.0%. The Group undertakings have entered into interest rate swaps which effectively fix the interest on the senior loans at 4.69% to 6.07% plus margin over the repayment periods.
Loans owed to joint ventures and associated undertakings are repayable between 30 November 2034 and 28 February 2038 and carry interest at rates between 3.236% p.a. and 3.47% p.a. 
 

Details of amounts falling due after more than 5 years are shown in note 17.

Page 36

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

17.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
10,510,599
10,082,872
-
-


10,510,599
10,082,872
-
-

Amounts falling due 1-2 years

Bank loans
4,487,701
4,425,181
-
-


4,487,701
4,425,181
-
-

Amounts falling due 2-5 years

Bank loans
35,792,191
36,119,160
-
-


35,792,191
36,119,160
-
-

Amounts falling due after more than 5 years

Bank loans
126,352,970
136,548,574
-
-

Loans owed to joint ventures and associated undertakings
3,407,000
-
-
-

Debenture loans
104,885,149
103,180,017
104,885,149
103,180,017

234,645,119
239,728,591
104,885,149
103,180,017

285,435,610
290,355,804
104,885,149
103,180,017



18.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
8,046,252
9,543,504


Charged to profit or loss
(7,905,109)
(1,497,252)



At end of year
141,143
8,046,252

Page 37

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
18.Deferred taxation (continued)

The deferred tax balance is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(2,787,917)
(2,027,306)

Timing differences arising from fair value adjustments
2,929,060
10,073,558

141,143
8,046,252

Comprising:

Asset - due after one year
2,929,060
10,073,558
-
-

Liability
(2,787,917)
(2,027,306)
-
-

141,143
8,046,252
-
-



The amount of the net reversal of deferred tax assets and deferred tax liabilities for next year is expected to be similar to the current reporting period.


19.


Provisions


Group



Lifecycle provisions

£





At 1 April 2022
470,551


Charged to profit or loss
1,102,063



At 31 March 2023
1,572,614

The Group has contractual obligations to provide for the renewal of the properties provided under the PFI contract. The Directors review the provision annually in line with the Group and subsidiary Company's historical repair and maintenance record.


20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares of £1.00 each
1,000
1,000


Page 38

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

21.


Basic financial instruments

Group
Financial assets held that are debt instruments measured at amortised cost amounted to £138,808,099 (2022 - £142,256,833).
Financial liabilities held that are debt instruments measured at amortised cost amounted to £313,215,737 (2022 - £314,819,914).
Company
Financial assets held that are debt instruments measured at amortised cost £75,441,427 (2022 - £77,135,205).
Financial liabilities held that are debt instruments measured at amortised cost amounted to £120,410,205 (2022 - £116,221,810).





22.


Complex financial instruments

The fair value of the Group’s derivatives are as follows:
                                                                                             
Principal                              Fair value

2023
2022
2023
2022
        £
        £
        £
        £

Interest rate swaps

(175,919,825)

(186,918,422)

(14,250,624)
 
(45,199,684)
 
Inflation rate swaps

2,151,540

2,151,540

5,288,695
 
1,094,746
 

(173,768,285)

(184,766,882)

(8,961,929)
 
(44,104,938)
 

The Group uses derivatives to manage the exposure to interest rate and inflation movements on its senior debt. The fair values are based on market values of equivalent instruments at the balance sheet date.
The fair value of the interest swaps is determined using the forward curve for 3 & 6 Month GBP SONIA.
All swaps meet the conditions for hedge accounting, as set out in the accounting policies on page 28.


23.


Reserves

Other reserves

Other reserves represents the fair value movements on the cash flow hedging instruments and the corresponding deferred tax on the fair value movement.

Profit and loss account

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

Page 39

 
CARDALE PFI INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

24.


Related party transactions

Fees of £2,970,028 (2022 - £2,811,587) have been charged by undertakings related by virtue of common directors and shareholders. At the year-end these related undertakings were owed £1,039,062 (2022 £503,062) and £126,667 (2022 - £126,667) interest free loan repayable on demand. 
Fees and loan interest of £206,668 (2022 - £103,334) were received from an associated undertaking. At the year end, a loan of £1,760,723 (2022 - £1,760,723) was due from the associated undertaking.
The Group was owed £2,205,297 (2022 - £2,205,297) in the form of loan notes and £207,091 (2022 -£318,950) in interest by a joint venture and associated undertaking.
The Gompany owed £3,407,000 (2022 - £nil) as a loan and £66,977 (2022 - £nil) in interest to a joint venture and associated undertaking. 
The Company has taken advantage of FRS102 section 33 paragraph 1A not to disclose transactions with wholly owned Group members.


25.


Controlling party

There is no ultimate controlling party.


Page 40