ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

GROSVENOR PFI HOLDINGS LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2023-03-312023-03-312023-03-312023-03-31truetruetruetrue52022-04-01false5false 06310496 2022-04-01 2023-03-31 06310496 2021-04-01 2022-03-31 06310496 2023-03-31 06310496 2022-03-31 06310496 2021-04-01 06310496 1 2022-04-01 2023-03-31 06310496 1 2021-04-01 2022-03-31 06310496 2 2022-04-01 2023-03-31 06310496 2 2021-04-01 2022-03-31 06310496 5 2022-04-01 2023-03-31 06310496 5 2021-04-01 2022-03-31 06310496 6 2022-04-01 2023-03-31 06310496 6 2021-04-01 2022-03-31 06310496 d:CompanySecretary1 2022-04-01 2023-03-31 06310496 d:Director1 2022-04-01 2023-03-31 06310496 d:Director2 2022-04-01 2023-03-31 06310496 d:Director3 2022-04-01 2023-03-31 06310496 d:Director4 2022-04-01 2023-03-31 06310496 d:Director5 2022-04-01 2023-03-31 06310496 d:RegisteredOffice 2022-04-01 2023-03-31 06310496 e:Goodwill 2023-03-31 06310496 e:Goodwill 2022-03-31 06310496 e:CurrentFinancialInstruments 2023-03-31 06310496 e:CurrentFinancialInstruments 2022-03-31 06310496 e:Non-currentFinancialInstruments 2023-03-31 06310496 e:Non-currentFinancialInstruments 2022-03-31 06310496 e:Non-currentFinancialInstruments 1 2023-03-31 06310496 e:Non-currentFinancialInstruments 1 2022-03-31 06310496 e:Non-currentFinancialInstruments 6 2023-03-31 06310496 e:Non-currentFinancialInstruments 6 2022-03-31 06310496 e:CurrentFinancialInstruments e:WithinOneYear 2023-03-31 06310496 e:CurrentFinancialInstruments e:WithinOneYear 2022-03-31 06310496 e:Non-currentFinancialInstruments e:AfterOneYear 2023-03-31 06310496 e:Non-currentFinancialInstruments e:AfterOneYear 2022-03-31 06310496 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2023-03-31 06310496 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2022-03-31 06310496 e:Non-currentFinancialInstruments e:MoreThanFiveYears 2023-03-31 06310496 e:Non-currentFinancialInstruments e:MoreThanFiveYears 2022-03-31 06310496 e:UKTax 2022-04-01 2023-03-31 06310496 e:UKTax 2021-04-01 2022-03-31 06310496 e:ShareCapital 2022-04-01 2023-03-31 06310496 e:ShareCapital 2023-03-31 06310496 e:ShareCapital 2021-04-01 2022-03-31 06310496 e:ShareCapital 2022-03-31 06310496 e:ShareCapital 2021-04-01 06310496 e:OtherMiscellaneousReserve 2022-04-01 2023-03-31 06310496 e:OtherMiscellaneousReserve 2023-03-31 06310496 e:OtherMiscellaneousReserve 1 2022-04-01 2023-03-31 06310496 e:OtherMiscellaneousReserve 2 2022-04-01 2023-03-31 06310496 e:OtherMiscellaneousReserve 2021-04-01 2022-03-31 06310496 e:OtherMiscellaneousReserve 2022-03-31 06310496 e:OtherMiscellaneousReserve 2021-04-01 06310496 e:OtherMiscellaneousReserve 1 2021-04-01 2022-03-31 06310496 e:OtherMiscellaneousReserve 2 2021-04-01 2022-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2023-03-31 06310496 e:RetainedEarningsAccumulatedLosses 1 2022-04-01 2023-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2 2022-04-01 2023-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2022-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2021-04-01 06310496 e:RetainedEarningsAccumulatedLosses 1 2021-04-01 2022-03-31 06310496 e:RetainedEarningsAccumulatedLosses 2 2021-04-01 2022-03-31 06310496 e:OtherDeferredTax 2023-03-31 06310496 e:OtherDeferredTax 2022-03-31 06310496 d:OrdinaryShareClass1 2022-04-01 2023-03-31 06310496 d:OrdinaryShareClass1 2023-03-31 06310496 d:OrdinaryShareClass1 2022-03-31 06310496 d:FRS102 2022-04-01 2023-03-31 06310496 d:Audited 2022-04-01 2023-03-31 06310496 d:FullAccounts 2022-04-01 2023-03-31 06310496 d:PrivateLimitedCompanyLtd 2022-04-01 2023-03-31 06310496 e:Subsidiary1 2022-04-01 2023-03-31 06310496 e:Subsidiary1 1 2022-04-01 2023-03-31 06310496 e:Subsidiary2 2022-04-01 2023-03-31 06310496 e:Subsidiary2 1 2022-04-01 2023-03-31 06310496 e:Subsidiary3 2022-04-01 2023-03-31 06310496 e:Subsidiary3 1 2022-04-01 2023-03-31 06310496 e:Subsidiary4 2022-04-01 2023-03-31 06310496 e:Subsidiary4 1 2022-04-01 2023-03-31 06310496 e:Subsidiary5 2022-04-01 2023-03-31 06310496 e:Subsidiary5 1 2022-04-01 2023-03-31 06310496 e:Subsidiary6 2022-04-01 2023-03-31 06310496 e:Subsidiary6 1 2022-04-01 2023-03-31 06310496 e:Subsidiary7 2022-04-01 2023-03-31 06310496 e:Subsidiary7 1 2022-04-01 2023-03-31 06310496 e:Subsidiary8 2022-04-01 2023-03-31 06310496 e:Subsidiary8 1 2022-04-01 2023-03-31 06310496 e:Subsidiary9 2022-04-01 2023-03-31 06310496 e:Subsidiary9 1 2022-04-01 2023-03-31 06310496 2 2022-04-01 2023-03-31 06310496 6 2022-04-01 2023-03-31 06310496 9 2022-04-01 2023-03-31 06310496 e:Goodwill e:OwnedIntangibleAssets 2022-04-01 2023-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 06310496

GROSVENOR PFI HOLDINGS LIMITED

AUDITED

DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 MARCH 2023

GROSVENOR PFI HOLDINGS 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	06310496


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

GROSVENOR PFI HOLDINGS 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 - 25

GROSVENOR PFI HOLDINGS 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 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 judgments 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 owns and manages the affairs of a portfolio of Companies providing services under the Government's Private Finance Initiative (PFI).

Results and dividends

The loss for the year, after taxation, amounted to £1,051,593 (2022 - loss £804,639).

Dividends of £Nil (2022 - £Nil) were paid during the year.

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

Page 1

GROSVENOR PFI HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2023

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 has investments in subsidiaries providing services under the Government's Private Finance Initiative (PFI), and has bank loan and group loan financing with its parent company. 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: 8 February 2024

Page 2

GROSVENOR PFI HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROSVENOR PFI HOLDINGS LIMITED

Opinion

We have audited the financial statements of Grosvenor PFI Holdings Limited (the 'Company') for the year ended 31 March 2023, 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 2023 and of its 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 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 2.13 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

GROSVENOR PFI HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROSVENOR PFI HOLDINGS 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

GROSVENOR PFI HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROSVENOR PFI HOLDINGS 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. 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 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 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 recognised in the period based on contractual terms and obligations and the requirement of accounting standards;

∙Verifying the 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;

∙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

GROSVENOR PFI HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROSVENOR PFI HOLDINGS 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 Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ

Date: 8 February 2024

Page 6

GROSVENOR PFI HOLDINGS LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2023

	2023	2022
Note	£	£


Turnover		23,926	22,792
Administrative expenses		(145,976)	(40,423)
Operating loss	4	(122,050)	(17,631)
Income from other fixed asset investments		-	60,000
Interest receivable and similar income	7	846,258	891,044
Interest payable and similar expenses	8	(1,863,981)	(1,829,440)
Loss before tax		(1,139,773)	(896,027)
Tax on loss	9	88,180	91,388
Loss for the financial year		(1,051,593)	(804,639)

The notes on pages 11 to 25 form part of these financial statements.

Page 7

GROSVENOR PFI HOLDINGS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2023

				2023	2022
				£	£

Loss for the financial year		(1,051,593)	(804,639)
Other comprehensive income
Fair value gains / (losses) on swaps	18	3,507,936	(2,474,755)
Deferred tax arising on fair value adjustments	19	(876,984)	526,670
Other comprehensive income for the year		2,630,952	(1,948,085)
Total comprehensive income for the year		1,579,359	(2,752,724)

The notes on pages 11 to 25 form part of these financial statements.

Page 8

GROSVENOR PFI HOLDINGS LIMITED

REGISTERED NUMBER: 06310496

BALANCE SHEET

AS AT 31 MARCH 2023

		2023		2022
Note		£		£

Fixed assets
Intangible fixed assets	10		(246,085)		(285,990)
Investments	11		170,496		170,496
			(75,589)		(115,494)
Current assets
Debtors: amounts falling due after more than one year	12	8,433,215		6,958,794
Debtors: amounts falling due within one year	12	9,728,310		8,975,269
Cash at bank and in hand	13	148,162		77,414
		18,309,687		16,011,477
Creditors: amounts falling due within one year	14	(13,430,522)		(12,175,055)
Net current assets			4,879,165		3,836,422
Total assets less current liabilities			4,803,576		3,720,928
Creditors: amounts falling due after more than one year	15		(28,388,288)		(29,526,705)
Provisions for liabilities
Deferred tax	19	(641,706)		-
			(641,706)		-
Net liabilities			(24,226,418)		(25,805,777)

Capital and reserves
Called up share capital	20	1,000	1,000
Other reserves	21	1,925,116	(705,836)
Profit and loss account	21	(26,152,534)	(25,100,941)
Shareholders' deficit		(24,226,418)	(25,805,777)

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: 8 February 2024

The notes on pages 11 to 25 form part of these financial statements.

Page 9

GROSVENOR PFI HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

	Called up share capital	Other reserves - Hedging reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2021	1,000	1,242,249	(24,296,302)	(23,053,053)
Comprehensive income for the year
Loss for the year	-	-	(804,639)	(804,639)
Fair value losses on swaps	-	(2,474,755)	-	(2,474,755)
Deferred tax arising on fair value adjustments	-	526,670	-	526,670
Other comprehensive income for the year	-	(1,948,085)	-	(1,948,085)
Total comprehensive income for the year	-	(1,948,085)	(804,639)	(2,752,724)

At 1 April 2022	1,000	(705,836)	(25,100,941)	(25,805,777)
Comprehensive income for the year
Loss for the year	-	-	(1,051,593)	(1,051,593)
Fair value gains on swaps	-	3,507,936	-	3,507,936
Deferred tax arising on fair value adjustments	-	(876,984)	-	(876,984)
Other comprehensive income for the year	-	2,630,952	-	2,630,952
Total comprehensive income for the year	-	2,630,952	(1,051,593)	1,579,359
At 31 March 2023	1,000	1,925,116	(26,152,534)	(24,226,418)

The notes on pages 11 to 25 form part of these financial statements.

Page 10

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

1.	General information

Grosvenor PFI Holdings Limited is a private Company, limited by shares, incorporated in England and Wales, registered number 06310496. 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 judgment in applying the Company's accounting policies (see note 3).

The 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 2.13. Management have concluded that the financial statements present a true and fair view of the Company's affairs as at 31 March 2023 and its loss 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 2023 and these financial statements may be obtained from the registered office at 4 Greengate, Cardale Park, Harrogate, North Yorkshire, HG3 1GY.

Page 11

GROSVENOR PFI HOLDINGS 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 a going concern basis. 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 current economic global uncertainties. The Company is the parent company for 10 subsidiary companies and a joint venture company which provide operational services in healthcare, facilities management, schools, a court facility and a police authority under PFI contracts. The Company has back to back loans with its subsidiaries and with its parent company. The performance of the Company and its ability to meet its liabilities is therefore directly linked to the underlying performance of its 10 subsidiary companies and joint venture to allow the Company to meet continue to meet its liabilities as they fall due for payment.
As part of their assessment of going concern the Directors have considered the Company's projected profits and cash flows by reference to the business financial models covering accounting periods up to the maturity of the PFI contracts and the availability of cash resources including those of the Company’s subsidiaries. Forecasts support that the subsidiaries and associate will continue to generate sufficient cash flows over the terms of the PFI contracts to allow it to meet its liabilities, including those under the loan agreement with the Company. The Company also has the ongoing support of its parent Cardale PFI Investments Limited with whom it has a loan facility. The parent will not call this loan to the detriment of the Company. 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.

2.6

Intangible assets

Goodwill

Where the fair value of net assets exceeds the fair value of the consideration for the acquired undertaking, the difference is treated as negative goodwill and capitalised. Subsequent to initial recognition, negative goodwill is measured on a cost less accumulated amortisation and accumulated impairment losses basis. Negative goodwill is amortised on a straight-line basis to the Profit and Loss Account over its useful economic life.

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.

Page 12

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

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.

2.9

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.

2.10

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.

2.11

Financial instruments

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

The Company 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 Company's Balance Sheet when the Company 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 Company'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

Page 13

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.11

Financial instruments (continued)

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.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.

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

Page 14

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.12

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.

2.13

Hedge accounting

The Company uses variable to fixed rate interest and inflation 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 a 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.

2.14

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.

2.15

Interest income

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

Page 15

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.16

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.

Page 16

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

3.	Judgments 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:
As set out in note 15, 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 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.

	Amortisation of intangible assets	(39,905)	(39,905)
	Audit fee	3,500	3,500

Audit fees paid on behalf of its subsidiaries amounted to £18,350 (2022 - £17,800).

Employees

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

	2023	2022
	No.	No.

Directors	5	5

During the year, no director received any emoluments (2022 - £Nil).

Page 17

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

6.	Income from investments
		2023	2022
		£	£

	Dividends received from unlisted investments	-	60,000

7.	Interest receivable
		2023	2022
		£	£

Other interest receivable

846,258

891,044

8.	Interest payable and similar expenses
		2023	2022
		£	£

Bank interest payable	557,355	522,814
Other loan interest payable	1,306,626	1,306,626
	1,863,981	1,829,440

Page 18

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

	Corporation tax
	Current tax on losses for the year, group relief receivable	(88,180)	(91,388)

Loss on ordinary activities before tax

(1,139,773)

(896,027)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)	(216,557)	(170,245)
Effects of:
Group relief and other differences leading to an increase (decrease) in the tax charge	128,377	78,857
Total tax charge for the year	(88,180)	(91,388)

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%.

Page 19

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

10.	Intangible assets

		Goodwill
		£
	Cost
	At 1 April 2022	(798,104)
	At 31 March 2023	(798,104)
	Amortisation
	At 1 April 2022	(512,114)
	Charge for the year on owned assets	(39,905)
	At 31 March 2023	(552,019)
	Net book value
	At 31 March 2023	(246,085)
	At 31 March 2022	(285,990)

11.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2022	170,496
	At 31 March 2023	170,496

Page 20

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

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%
Kirklees PFI Limited (Direct)	Ordinary	100%
Civic PFI Investments Limited (Direct)	Ordinary	100%
Civic PFI Investments II Limited	Ordinary	100%
Education PFI Investments Limited (Direct)	Ordinary	100%

The above subsidiaries are held through intermediary parent companies unless indicated otherwise.The registered office, for the above subsidiaries, is at 4 Greengate, Cardale Park, Harrogate, North Yorkshire, HG3 1GY.

12.	Debtors
		2023	2022
		£	£

Due after more than one year
Amounts owed by group undertakings	5,866,393	6,723,516
Deferred tax asset	-	235,278
Fair value of derivative contracts	2,566,822	-
	8,433,215	6,958,794

					2023	2022
					£	£

Due within one year
Trade debtors	25,249	25,249
Amounts owed by group undertakings	9,667,086	8,927,861
Other debtors	35,975	22,158
	9,728,310	8,975,268

Amounts owed by group undertakings are either interest free and repayable on demand, or interest is being charged at a fixed rate of 9.25% p.a on a semi annual basis.

13.	Cash and cash equivalents
		2023	2022
		£	£

	Cash at bank and in hand	148,162	77,414

Page 21

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

14.	Creditors: Amounts falling due within one year
		2023	2022
		£	£

Bank loans	221,879	179,441
Trade creditors	73,078	-
Amounts owed to group undertakings	12,762,670	11,658,670
Other creditors	138,451	138,451
Accruals and deferred income	234,444	198,493
	13,430,522	12,175,055

15.	Creditors: Amounts falling due after more than one year
		2023	2022
		£	£

Debentures loans	13,800,000	13,800,000
Bank loans	14,588,288	14,785,591
Fair value of derivative contracts	-	941,114
	28,388,288	29,526,705

Secured loans
There are four main bank loans which are repayable semi-annually by instalments. The interest rate margins over 6 month GBP SONIA are 1.55%. The Company has interest rate swaps which effectively fix the interest on the senior loans at rates varying between 6.39% and 6.53%.
The bank loans are secured against all assets of the Company. The bank loans are stated net of unamortised issue costs. These issue costs are being amortised over the terms of the loans.
Debenture loans bear interest at 9.25% per annum, which is payable semi-annually.
Included within creditors falling due after more than one year is an amount of £27,307,338 (2022 - £27,296,934) in respect of liabilities which fall due for payment after more than five years from the balance sheet date.

Page 22

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

Amounts falling due within one year
Bank loans	221,879	179,441

Amounts falling due 2-5 years
Bank loans	1,561,805	1,288,657
Amounts falling due after more than 5 years
Bank loans	13,026,483	13,496,934
Debenture loans	13,800,000	13,800,000
	26,826,483	27,296,934
	28,610,167	28,765,032

17.	Basic financial instruments

Financial assets held that are debt instruments measured at amortised cost amounted to £15,558,728 (2022 - £15,676,626).
Financial liabilities held that are debt instruments measured at amortised cost amounted to £41,699,024 (2022 - £40,562,153).

18.	Complex financial instruments
	The fair value of the Company’s derivatives are as follows: Principal Fair value
		2023	2022	2023	2022
		£	£	£	£

Interest rate swaps	(15,144,301)	(15,323,742)	(1,519,129)	(4,831,433)
Inflation rate swaps	1,601,540	1,601,540	4,085,952	3,890,319
	(13,542,761)	(13,722,202)	2,566,823	(941,114)

The Company uses derivatives to manage the exposure to interest rate on its senior debt and inflation movements on cashflows from its subsidiary undertakings' PFI contracts. The fair values are calculated using valuations techniques, the inputs for which are based on market data at the balance sheet date.
The fair values of the interest swaps are determined using the forward curve for 6 Month GBP SONIA. The fair values of the inflation swaps are determined using the Retail Price Index.
All swaps meet the conditions for hedge accounting, as set out in the accounting policies on page 14.

Page 23

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

19.	Deferred taxation

	2023	2022
	£	£

At beginning of year	235,278	(291,392)
Charged to other comprehensive income	(876,984)	526,670
At end of year	(641,706)	235,278

The deferred tax asset/(liability) is made up as follows:
	2023	2022
	£	£

Timing differences arising from fair value adjustments

(641,706)

235,278

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

21.

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.

22.	Related party transactions
	At the year end, the company owed £138,451 (2022 - £138,451) to related undertakings by virtue of common directors/shareholders. The amounts are interest free and repayable on demand. The company has taken advantage of FRS102 section 33 paragraph 1A not to disclose transactions with wholly owned group members.

Page 24

GROSVENOR PFI HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

23.	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 25