The directors present the strategic report for the year ended 31 December 2022.
The Group is working closely with its partners to deliver first-class education facilities within the Building Schools for the Future ("BSF") initiative. Whilst the Group's primary objective is the successful delivery of Hull's BSF programme, it is also committed to having a broader positive impact in Hull.
The Group commenced Phase 1 construction of three schools under the government's BSF initiative in 2011. Two of these schools are now operated under a 25 year PFI concession through Hull Esteem Consortium Projectco1 Limited. These schools reached Service Commencement Availability in September 2012.
Phase 2 began in 2012, with a plan to construct a further eight schools under the BSF scheme. Phase 2 has now been completed.
Hull Esteem Consortium Projectco2 Limited completed construction of three new schools, also operated under a 25 year PFI concession with Hull City Council. Service Commencement Availability of these three schools was reached in January 2013. In 2014 financial close was reached on a further school under the BSF scheme, which was completed in January 2015.
In addition, Hull Esteem Consortium LEP Limited is partnering with Kingston-upon Hull City Council through a mixture of procurement opportunities and relationship led opportunities and with several schemes underway reaching financial close in 2022. Further opportunities are currently in discussion, with Kingston-upon Hull City Council remaining the primary client.
Financial position and liquidity
The financial position of the Group is presented in the Consolidated Statement of Financial Position. As at 31 December 2022, the shareholders' funds were £1,434,000 (2021: £815,000) and cash was £9,890,000 (2021: £10,304,000).
Going concern
The Group and Company prepares cash flow forecasts covering the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the directors have a reasonable expectation that the Group and Company has adequate resources to continue in in operational existence for the foreseeable future.
The Company is a holding company of Hull Esteem Consortium LEP Limited, Hull Esteem Consortium Debtco Limited, Hull Esteem Consortium Debtco2 Limited, and has investments in Hull Esteem Consortium Holdco Limited and Hull Esteem Consortium Holdco2 Limited. The Company finances its investments through equity and borrowing from its shareholders. As at 31 December 2022 the Company had total amounts due to the shareholders of £978,000 (2021: £994,000) and amounts due from its subsidiary company, Hull Esteem Consortium LEP Limited of £978,000 (2021: £994,000). Both of these loans are on the same terms.
There is a consolidated net assets of £1,434,000 (2021: £815,000) at the year end. However, the directors have reviewed the performance of the Group and Company during 2022 as set out in these financial statements and, after taking account of possible changes that can be envisaged in trading performance, have considered the cash flows forecast and future liquidity requirements of the Group and Company. Having regard to the above and after making enquiries the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual financial report and financial statements.
The Group and Company has identified and actively manages a number of key risks to achieve the Group's strategy and objectives. Its risk management process is underpinned by an assurance process to test and improve controls. The credit risk is not considered significant as the client is a quasi-governmental organisation.
Financial risk management objectives and policies
The Group's operations expose it to a variety of financial risks that include credit risk, interest rate risk and liquidity risk.
Interest rate risk
The Group has limited its exposure to interest rate risk as the rates that the group pays on its project borrowings are fixed in nominal terms for the life of the projects (generally more than 20 years).
Liquidity risk
The Group faces risk in relation to the project management fees and development fees which are obtained on the date of financial close of a project, and liquidity and cashflow risk due to reliance on Hull City Council to finance the construction of the BSF projects. The Group has long-term contracts with Hull City Council from which it expects to receive sufficient funds to manage these risks. Sub-contracts with construction firms mirror the payment milestones in the head contracts with Hull City Council.
Credit risk
With regard to credit risk, the group has an established long term supply chain with parent company guarantees in place. Long-term contractual arrangements are in place with Hull City Council.
The Group measures the performance of its PFI schemes through use of financial models, which forecast future cashflows and returns from operational projects. The financial models are updated on a semi-annual basis. The Group also measures its performance through the use of Key Performance Indicators and Collective Partnership Targets within the Strategic Partnering Agreement which provide crucial underpinning of the LEP partnership work (the investment, design, build, finance and operation of BSF schools in Hull).
The Group's turnover for the financial year was £32,824,000 (2021: £23,080,000) and profit after tax £619,000 (2021: £657,000). The results are in line with the business plan.
Future developments
The Group is partnering with Kingston-upon Hull City Council through a mixture of procurement opportunities and relationship led opportunities, with several schemes underway reaching financial close in 2022. Further design and build projects are currently in discussion, with Kingston-upon Hull City Council remaining the primary client.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2022.
The group profit for the financial year attributable to the owners of the parent Company, after taxation, amounted to £542,000 (2021: £558,000).
The profit for the financial year will be transferred to reserves.
The directors are satisfied with the overall performance of the Group and do not foresee any significant change in the Group’s activities in the coming financial year.
Key performance indicators
The performance of the Group from a cash perspective is assessed six monthly by the testing of the covenants of the senior debt provider. The key indicator being the debt service cover ratio. The Company has been performing well and has been compliant with the covenants laid out in the Group loan agreement.
Dividends
The directors do not recommend the payment of a dividend.
Employee involvement
The Group had no employees in the period.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Johnston Carmichael LLP, are deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
We have audited the financial statements of Hull Esteem Consortium PSP Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group profit and loss account, group balance sheet, company balance sheet, group statement of changes in equity, company statement of changes in equity, group statement of cash flows and notes to the financial statements, including 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).
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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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.
As explained more fully in the directors' responsibilities statement set out on page 5, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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 auditor's 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
United Kingdom Generally Accepted Accounting Practice, including FRS 102
UK Companies Act 2006
UK Corporation Tax legislation
VAT legislation
We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:
Revenue recognition; and
Management override of controls
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the group and parent company’s procurement of legal and professional services
Performing audit work procedures 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 judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2021 - £0 profit).
Hull Esteem Consortium PSP Limited ("the Company") is a private company limited by shares and is incorporated and domiciled in England. The address of its registered office is 1 Park Row, Leeds, LS1 5AB.
The principal activity of the Hull Esteem Consortium PSP Limited group of companies ("the Group") is the investment in, design, build, finance and operation of Building Schools for the Future (BSF) schools within Hull, including five PFI schools across two project companies.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest thousand pound.
These financial statements are prepared on a going concern basis, under the historical cost convention.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Groups accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed further in the accounting policies.
The accounting policies stated below have been consistently applied to the years presented, unless otherwise stated.
The consolidated financial statements include the Company and all its subsidiary undertakings. (ie. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
The Company has taken advantage of section 408 of the Companies Act 2006 and consequently the Statement of Comprehensive Income of the parent company is not presented as part of these accounts. The results of the parent company for the financial year amount to a profit of £nil (2021: £nil).
The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in relation to presentation of a company statement of cashflows
The Group and Company prepares cash flow forecasts covering the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the directors have a reasonable expectation that the Group and Company has adequate resources to continue in in operational existence for the foreseeable future.
The Company is a holding company of Hull Esteem Consortium LEP Limited, Hull Esteem Consortium Debtco Limited, Hull Esteem Consortium Debtco2 Limited, and has investments in Hull Esteem Consortium Holdco Limited and Hull Esteem Consortium Holdco2 Limited. The Company finances its investments through equity and borrowing from its shareholders. As at 31 December 2022 the Company had total amounts due to the shareholders of £978,000 (2021: £994,000) and amounts due from its subsidiary company, Hull Esteem Consortium LEP Limited of £978,000 (2021: £994,000). Both of these loans are on the same terms.
There is a consolidated net assets of £1,434,000 (2021: £815,000) at the year end. The directors have reviewed the performance of the Group and Company during 2022 as set out in these financial statements and, after taking account of possible changes that can be envisaged in trading performance, have considered the cash flows forecast and future liquidity requirements of the Group and Company. Having regard to the above and after making enquiries the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual financial report and financial statements.
Management service income is allocated between turnover, finance debtor interest and reimbursement of finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract. Turnover represents income from Hull City Council and other partners for the procurement and delivery of the design, development and construction of schools and other facilities within Hull. Amounts receivable for services are provided in the normal course of business, and are presented net of trade discounts, VAT and other sales related taxes. Turnover is recognised when predetermined, contractual milestones within the BSF programme have been reached or when design, development and construction services have been delivered in line with the non-BSF contracts and contractual milestones therein.
Finance debtor
The Group has taken the transition exemption in FRS 102 Section 35.10(i) that allows the Group to continue the service concession arrangement accounting policies from previous UK GAAP.
The Group is accounting for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Group on the design and construction of the assets have been treated as a finance debtor within these financial statements.
Investments are held at cost less provisions for any impairment in value.
Loan stock investment is shown at the cost of the loan advanced less repayments made to date.
Borrowings are recognised at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the life of the borrowings. Borrowings with maturities greater than twelve months after the reporting date are classified as non-current liabilities.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Provisions
Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.
Non-controlling interests
Minority interests in the net liabilities of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.
The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments
The judgments (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:
Market rate of interest
The directors have reviewed the interest rates applied to the unsecured subordinated loan stock and consider these to be at a market rate.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty are as follows:
Impairment of assets
The carrying value of those assets recorded in the Group and the Company's Statement of Financial Position, at amortised cost, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compares that with the carrying value of the asset or assets in the Statement of Financial Position. Any reduction in value arising from such a review would be recorded in the Statement of Comprehensive Income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.
Accounting for service concession arrangements
Accounting for the service concession contract and finance debtors requires estimation of service margins, finance debtor interest rates and associated amortisation profile which is based on forecast results of the contract. These were forecast initially within the operating model at financial close and are closely monitored throughout the duration of the project.
The average monthly number of persons (including directors) employed by the group and the company during the financial year, including the directors, amounted to nil (2021: nil). The directors, who are key management personnel of the group not directly on the board of the parent company, received remuneration of £23,000 from the company for services rendered during the year (2021: £23,000). Directors of the parent company are appointed by the shareholders of the company and are remunerated by the relevant shareholder.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Included in amounts owed to other related parties is a loan of £60,000 (2021: £60,000) from Sewell Education (Hull BSF) Limited to Hull Esteem Consortium LEP Limited. This loan is unsecured, non-interest bearing and repayable over the next 5 years if the Company meets certain financial targets. The remaining amounts owed to other related parties are detailed in note 18.
Included within creditors: amounts falling due after more than one year is an amount of £67,656,000 (2021: £73,364,000) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
On 4 March 2011, the Company issued £416,263 of unsecured loan notes to its shareholders. Interest on these loan notes is charged at a rate of 12%.
On 8 January 2013, the Company issued £699,873 of unsecured loan notes to its shareholders. Interest on these loan notes is charged at a rate of 11.66%.
Interest on the total loan notes is payable on a six monthly basis in March and September, with capital repayable on a fixed repayment profile over the life of the underlying PFI projects in the Group, also in March and September annually. Final repayment is due in March 2038.
Amounts owed to other related parties consist of loan notes secured on the assets of the Company.
Bank loans relate to facilities provided by The Co-operative Bank, Nationwide Building Society and Aviva Private Public Finance.
The loans from The Co-operative Bank and Nationwide Building Society are repayable semi-annually in March and September, on an agreed profile, with final repayment falling due on 30 September 2035. Interest is also paid semi-annually in March and September and is charged at a fixed rate of 7.06% per annum. The loan to Aviva Private Public Finance is repayable Quarterly in March, June, September and December, on an agreed profile, with final repayment falling due on 31 December 2038. Interest is also paid quarterly in March, June, September and December and is charged at a fixed rate of 5.56% per annum.
Issue costs of £598,000 (2021: £663,000) have been set off against total senior debt costs and £212,000 (2021: £220,000) in respect of loan notes.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon: