Boxwood Holdings Limited - Limited company accounts 23.1

REGISTERED NUMBER: 04196843 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

BOXWOOD HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

8

Statement of Financial Position

9

Notes to the Financial Statements

10

DIRECTORS:

P A Would

A N Duck

REGISTERED OFFICE:

The Stables

Duxbury Park

Duxbury Hall Road

Chorley

PR7 4AT

REGISTERED NUMBER:

04196843 (England and Wales)

AUDITORS:

Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

BANKERS:

Barclays Bank PLC

1 Churchill Place

London

E14 5HP

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

P A Would

A N Duck

GOING CONCERN

The financial statements have been prepared on a going concern basis because the Company and its subsidiary undertakings are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the company will continue as a going concern until the cessation of the contract on 31st December 2035.

On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has provided qualifying third party indemnity provisions in respect of the board of directors which were in force during the year and at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

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

ON BEHALF OF THE BOARD:

A N Duck - Director

28 June 2023

Opinion

We have audited the financial statements of Boxwood Holdings Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

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

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was considered capable of detecting irregularities including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect in the determination of material amounts and disclosures in the financial statement, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatements of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and addressing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. As a result of these procedures we consider that the most significant laws and regulations that have a direct impact on the financial statements are FRS 102 and the Companies Act 2006.

-

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing minutes of meetings and inspecting legal correspondence.

In assessing the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur;

-

We gained an understanding of the controls that management have in place to prevent and detect fraud.

-

We enquired of management about any instances of fraud that had taken place during the year.

To address the risk of fraud through management bias and override of controls;

-

We performed analytical procedures to identify any unusual or unexpected relationships;

-

We tested journal entries to identify unusual transactions; and

-

We assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jane Dennis (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

28 June 2023

TURNOVER

-

-

-

-

Interest receivable and similar income

3

461,390

476,569

Interest payable and similar expenses

4

(461,390

)

(476,569

)

PROFIT BEFORE TAXATION

5

-

-

Tax on profit

-

-

PROFIT FOR THE FINANCIAL YEAR

-

-

Retained earnings at beginning of year

(44,047

)

(44,047

)

RETAINED EARNINGS AT END OF YEAR

(44,047

)

(44,047

)

FIXED ASSETS

Investments

6

2,548,951

2,548,951

CURRENT ASSETS

Debtors

7

1,288,713

1,390,040

Cash at bank

216

216

1,288,929

1,390,256

CREDITORS

Amounts falling due within one year

8

2,081,131

2,171,113

NET CURRENT LIABILITIES

(792,202

)

(780,857

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,756,749

1,768,094

CREDITORS

Amounts falling due after more than one year

9

1,744,816

1,756,161

NET ASSETS

11,933

11,933

CAPITAL AND RESERVES

Called up share capital

11

55,980

55,980

Retained earnings

(44,047

)

(44,047

)

SHAREHOLDERS' FUNDS

11,933

11,933

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

The financial statements were approved by the Board of Directors and authorised for issue on 28 June 2023 and were signed on its behalf by:

A N Duck - Director

1.	STATUTORY INFORMATION

Boxwood Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

The Company is the parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the Company as an individual undertaking and not about its group.

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

Going concern

The financial statements have been prepared on a going concern basis because the Company and its subsidiary undertakings are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the company will continue to operate until the cessation of the contract on 31st December 2035.

On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable futures, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Finance costs

Finance costs are charged to the Income Statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Interest income

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

Borrowing costs

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

3.

INTEREST RECEIVABLE AND SIMILAR INCOME

2022

2021

£

£

Interest receivable

461,390

476,569

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2022

2021

£

£

Interest payable

461,390

476,569

5.	PROFIT BEFORE TAXATION

Auditors remuneration

Fees payable to the Company's auditors for the audit of the Company's annual financial statements and non-audit services are borne by the other group companies in both the current year and prior year.

6.	FIXED ASSET INVESTMENTS

2022

2021

£

£

Shares in group undertakings

701,000

701,000

Other loans

1,847,951

1,847,951

2,548,951

2,548,951

Additional information is as follows:

Shares in

group

undertakings

£

COST

At 1 January 2022

and 31 December 2022

701,000

NET BOOK VALUE

At 31 December 2022

701,000

At 31 December 2021

701,000

Loans to

subsidiary

£

At 1 January 2022

and 31 December 2022

1,847,951

The investment represents subordinated unsecured loan notes held in respect of Boxwood Leisure Limited, a company registered in England and Wales. Boxwood Leisure Limited is involved in the construction and management of new leisure facilities under a PFI contract.

The subordinated loan notes bear the same terms as the subordinated unsecured loan notes held by the ultimate parent company. Interest has been paid during the period to the parent on the same basis as the subordinated loan investment.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Amounts owed by group

1,287,195

1,388,522

Other debtors

1,518

1,518

1,288,713

1,390,040

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Subordinated loan (see note 10)

103,135

91,790

Trade creditors

1,761

1,760

Amounts owed to group

695,020

695,020

Accruals and deferred income

1,281,215

1,382,543

2,081,131

2,171,113

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2021

£

£

Subordinated loan (see note 10)

1,744,816

1,756,161

Amounts falling due in more than five years:

Repayable by instalments

Subordinated loan

1,188,047

1,260,640

10.

LOANS

An analysis of the maturity of loans is given below:

2022

2021

£

£

Amounts falling due within one year or on demand:

Subordinated loan

103,135

91,790

Amounts falling due between one and two years:

Subordinated loan

115,884

103,135

Amounts falling due between two and five years:

Subordinated loan

440,885

392,386

Amounts falling due in more than five years:

Repayable by instalments

Subordinated loan

1,188,047

1,260,640

The subordinated loans bear the same terms as the subordinated unsecured loan notes invested in the subsidiary undertaking. Interest has been paid during the period to the parent on the same basis as the subordinated loan investment.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

27,990

Ordinary B shares

£1

27,990

27,990

27,990

Ordinary P shares

£1

27,990

27,990

55,980

55,980

The terms of the shares are all the same.

12.	RELATED PARTY DISCLOSURES

As a wholly owned subsidiary of Leisureplan Investments Limited, the Company is exempt from the requirements to disclose details of transactions with other wholly owned subsidiaries of that company.

13.	ULTIMATE CONTROLLING PARTY