Company registration number SC304795 (Scotland)
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
COMPANY INFORMATION
Directors
PR Hepburn
(Appointed 16 January 2023)
JS Gordon
(Appointed 1 March 2023)
J McDonagh
(Appointed 1 March 2023)
Secretary
Resolis Limited
Company number
SC304795
Registered office
Exchange Tower
11th Floor
19 Canning Street
Edinburgh
Scotland
EH3 8EG
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -

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

Principal activities

The principal activities of the Company are the development of six primary schools and one secondary school at Forfar and Carnoustie and the provision of services through an agreement with Angus Council. The agreement was entered into under the Government's Private Finance Initiative Scheme, the contract runs until 2037.

Key performance indicators

The performance of the Company from a cash perspective is assessed six monthly by the 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. At the year end this ratio was 1.30 (2022: 1.16)

Results and dividends

The profit for the financial year, after taxation, amounted to £125,372 (2022: £32,865).

 

The profit for the financial year will be offset against retained earnings in reserves.

Ordinary dividends were paid amounting to £97,277. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

PK Johnstone
(Resigned 9 February 2023)
GM Steven
(Resigned 28 September 2022)
PR Hepburn
(Appointed 16 January 2023)
JS Gordon
(Appointed 1 March 2023)
J McDonagh
(Appointed 1 March 2023)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments

Due to the nature of the Company's business, the financial risks the directors consider relevant to this Company are credit, interest rate, cash flow and liquidity risk. The credit risk is not considered significant as the client is a quasi government organisation.

Interest rate risk

The financial risk management objectives of the Company are to ensure that financial risks are mitigated by the use of the financial instruments. The Company uses interest rate swaps to reduce its exposure to interest rate movements. Financial instruments are not used for speculative purposes.

Cash Flow and Liquidity risk

Many of the Cash Flow risks are addressed by means of contractual provisions. The Company's liquidity risk is principally managed through financing the Company by means of long term borrowings.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

 

Going Concern

The Company prepares cash flow forecasts covering the expected life of all 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 Company has adequate resources to continue in operational existence for the foreseeable future and meet its debt covenants as the fall due. The Company's operating cash flows are largely dependent on the unitary charge receipts and the directors expect these amounts will be received even in severe but plausible downside scenarios.

 

In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
PR Hepburn
Director
29 August 2023
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -

The directors are responsible for preparing the annual 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 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:

 

 

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.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
- 4 -
Opinion

We have audited the financial statements of Elgin Education (Forfar & Carnoustie) Limited (the 'company') for the year ended 31 March 2023 which comprise the statement of comprehensive income, balance sheet, statement of changes in equity 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 FRS 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:

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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

 

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
- 5 -
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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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.

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.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://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.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
- 6 -

We obtained an understanding of the legal and regulatory frameworks that are applicable to 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:

 

We gained an understanding of how the company is 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 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:

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:

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 are to become aware of it.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
- 7 -

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.

Fiona Munro
Senior Statutory Auditor
For and on behalf of Johnston Carmichael LLP
30 August 2023
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
3,456,523
3,256,470
Cost of sales
(2,446,202)
(2,231,163)
Gross profit
1,010,321
1,025,307
Administrative expenses
(310,087)
(348,013)
Operating profit
700,234
677,294
Interest receivable and similar income
7
1,811,318
1,886,450
Interest payable and similar expenses
8
(2,409,253)
(2,430,987)
Profit before taxation
102,299
132,757
Tax on profit
9
23,073
(99,892)
Profit for the financial year
125,372
32,865
Other comprehensive income
Cash flow hedges gain arising in the year
4,255,806
3,950,389
Total comprehensive income for the year
4,381,178
3,983,254

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 9 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors falling due after more than one year
11
32,793,100
35,702,144
Debtors falling due within one year
11
2,859,231
2,823,413
Cash at bank and in hand
4,174,739
3,986,559
39,827,070
42,512,116
Creditors: amounts falling due within one year
13
(4,469,573)
(4,097,572)
Net current assets
35,357,497
38,414,544
Creditors: amounts falling due after more than one year
14
(36,785,847)
(44,047,698)
Provisions for liabilities
Deferred tax liability
15
31,640
110,737
(31,640)
(110,737)
Net liabilities
(1,459,990)
(5,743,891)
Capital and reserves
Called up share capital
16
297,000
297,000
Hedging reserve
(1,680,595)
(5,936,401)
Profit and loss reserves
(76,395)
(104,490)
Total equity
(1,459,990)
(5,743,891)

These 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 29 August 2023 and are signed on its behalf by:
PR Hepburn
Director
Company Registration No. SC304795
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
Share capital
Hedging reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2021
297,000
(9,886,790)
43,685
(9,546,105)
Year ended 31 March 2022:
Profit for the year
-
-
32,865
32,865
Other comprehensive income:
Cash flow hedges gains
-
3,950,389
-
3,950,389
Total comprehensive income for the year
-
3,950,389
32,865
3,983,254
Dividends
10
-
-
(181,040)
(181,040)
Balance at 31 March 2022
297,000
(5,936,401)
(104,490)
(5,743,891)
Year ended 31 March 2023:
Profit for the year
-
-
125,372
125,372
Other comprehensive income:
Cash flow hedges gains
-
4,255,806
-
4,255,806
Total comprehensive income for the year
-
4,255,806
125,372
4,381,178
Dividends
10
-
-
(97,277)
(97,277)
Balance at 31 March 2023
297,000
(1,680,595)
(76,395)
(1,459,990)
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
1
Accounting policies
Company information

Elgin Education (Forfar & Carnoustie) Limited is a private company limited by shares incorporated in Scotland. The registered office is Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, Scotland, EH3 8EG.

1.1
Accounting convention

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 £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The Company prepares cash flow forecasts covering the expected life of all 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 Company has adequate resources to continue in operational existence for the foreseeable future and meet its debt covenants as the fall due. The Company's operating cash flows are largely dependent on the unitary charge receipts and the directors expect these amounts will be received even in severe but plausible downside scenarios. true

 

In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.

1.3

Disclosure exemptions

The Company has taken advantage of the exemption in FRS 102 Section 7 'Statement of Cash Flows' part 1B, which states that a small company is not required to prepare a cash flow statement.

 

The Company has also taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with a wholly owned members of a group.

1.4
Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. Restricted cash at 31 March 2023 is £2,780,000 (2022: £2,896,000)

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 12 -
1.6
Financial instruments

The company 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 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 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.

Finance debtor and contractual receivable

Finance debtor and contractual receivables are classified as loans and receivables as defined in FRS 102, which are initially recognised at the fair value of the consideration receivable and are then stated at amortised cost.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies 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.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Hedge accounting

The company designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 13 -

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

 

Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 when the company has 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.

1.10

Lifecycle

The Company is responsible for the lifecycle costs associated with its principal activity, however risk here is mitigated by passing on lifecycle risk to a third party facilities management company. Lifecycle costs are accounted for on an accrual basis as disclosed in the indicative lifecycle works program or lifecycle tracker as used by all parties through the operating phase of the concession period, with any underspend included within accruals and creditors due less than one year.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 14 -
2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events are believed to be reasonable under the circumstances.

Critical judgements

The judgements (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:

Hedge accounting and consideration of the fair value of derivative financial instruments

The Company uses derivative financial instruments to hedge certain economic exposures in relation to movements in interest rates as compared with the position that was expected at the date the underlying transaction being hedged was entered into. The Company fair values its derivative financial instruments and records the fair value of those instruments on Balance Sheet. No market prices are available for these instruments and consequently the fair values are determined by calculating the present value of the estimated future cashflows based on observable yield curves. There is also a judgement on whether an economic hedge relationship exists in order to achieve hedge accounting. Appropriate documentation has been prepared detailing the economic relationship between the hedging instrument and the underlying loan being hedged.

Deferred taxation

Deferred tax is recognised on all timing differences at the reporting date for certain exceptions. judgement in the case of the recognition of deferred taxation assets, the Directors have to form an opinion as to whether it is possible that the deferred taxation asset recognised is recoverable against future taxable profits arising. This exercise of judgment requires the Directors to consider forecast information over a long time horizon having regard to the risks that the forecasts may not be achieved and then form a reasonable opinion as to the recoverability of the deferred taxation asset.

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 Company's Balance Sheet, 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 Balance Sheet. 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.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 15 -
3
Turnover and other revenue
2023
2022
£
£
Rendering of services
3,456,523
3,256,470

The whole of the turnover is attributable to the principal activity of the Company wholly undertaken in the United Kingdom.

4
Auditors' remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
11,110
10,100

Included in the fee above is £3,795 (2022: £3,450) for taxation compliance services. Also included in the fee above is £1,000 (2022: £1,000) for the audit of the immediate parent entity Elgin Education (Forfar & Carnoustie) Holdings Limited.

5
Employees

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2022: nil).

6
Directors' remuneration

The directors, who are key management personnel, received no emoluments in respect of their services to the Company during year (2022: £nil). Fees paid to investors for their directors amount to £23,884 (2022: £22,079).

7
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
1,811,318
1,886,450
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities
Interest on bank overdrafts and loans
1,924,700
1,938,596
Interest payable to group undertakings
427,103
434,740
Other finance costs
57,450
57,651
2,409,253
2,430,987
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 16 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
56,024
37,247
Deferred tax
Origination and reversal of timing differences
(79,097)
62,645
Total tax (credit)/charge
(23,073)
99,892

The actual (credit)/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:

2023
2022
£
£
Profit before taxation
102,299
132,757
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
19,437
25,224
Adjustments in respect of prior years
24,564
12,023
Effect of change in deferred tax rate
(3,796)
-
0
Other permanent differences
(1)
-
0
Deferred tax adjustments in respect of prior years
(63,277)
150,128
Taxation (credit)/charge for the year
(23,073)
187,375

Factors affecting the charge for the year

 

Corporation tax will remain at 19% until March 2023. From 1 April 2023 the main rate will increase to 25% for business profits made by the company over £250,000. A small profit rate (SPR) will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. The Company has assessed the impact of this change and consider that the full rate of 25% will apply.

10
Dividends
2023
2022
£
£
Final paid
97,277
181,040
ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 17 -
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
673,988
647,455
Finance Debtor - due within 1 year
1,490,161
1,490,137
Prepayments and accrued income
35,653
23,125
Unitary charge control account
659,429
662,696
2,859,231
2,823,413
2023
2022
Amounts falling due after more than one year:
£
£
Finance Debtor - due after more than 1 year
32,232,902
33,723,344
Deferred tax asset (note 15)
560,198
1,978,800
32,793,100
35,702,144

The unitary charge control account is forecast to be received within the next 12 months via Unitary Charge receipts with amounts received being offset by service concession accounting adjustments.

 

The finance debtor represents payments due from Aberdeenshire and Angus Councils in respect of the Project Agreement. These payment are received over the remaining life of the agreement.

12
Financial instruments
Hedge accounting

Derivatives are financial instruments that derive their value from the price of an underlying item, such as interest rates or other indices. The Company's use of derivative financial instruments is described below.

Interest rate swaps

The Company has entered into a interest rate swaps with third parties for the same notional amount as the Company's variable rate borrowings with banks which has the commercial effect of swapping the variable rate interest coupon on those loans for a fixed rate coupon. The bank loans and related interest rate swaps amortise at the same rate of the life of the loan/swap arrangements. The interest rate swaps were entered into at a base rate of 4.614% in March 2013 and expire in April 2037.

 

The directors believe that the hedging relationship between the interest rate swaps and related variable rate bank loans is highly effective and as a consequence have concluded that these derivatives meet the definition of a cash flow hedge and have formally designed them as such.

 

The Company's derivative financial instruments are carried at fair value. The net carrying value of the derivative financial instruments at 31 March 2023 amounted to net liabilities of £2,240,793 (2022: £7,915,201). All of the movements during the year in the fair value of these derivatives financial instruments have been recorded in the cash flow hedge reserve amounting to a debit of £4,255,806 (2022: £3,950,389).

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 18 -
13
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
1,603,344
1,360,731
Trade creditors
437,809
156,114
Amounts owed to group undertakings
89,085
92,477
Corporation tax
36,944
21,325
Other taxation and social security
236,688
212,400
Accruals and deferred income
2,065,703
2,254,525
4,469,573
4,097,572

Included within amounts due to group undertakings is accrued interest of £89,085 (2022: £92,477). Included within accrual and deferred income is £1,467,104 (2022: £1,557,192) which relates to lifecycle underspend, the timings of which are uncertain.

14
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
31,480,741
33,068,184
Other borrowings
3,064,313
3,064,313
Derivative financial instruments
2,240,793
7,915,201
36,785,847
44,047,698

Included within creditors: amounts due after more than one year is an amount of £27,538,728 (2022: £29,360,728) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

 

The senior debt due to Santander is secured by a bond and floating charge over all the assets, rights and undertakings of the Company and by a Guarantee supported by a floating charge over the assets and undertakings of the Company and by a Guarantee supported by a floating charge over the assets and undertaking of its parent company. The loan bears interest at 4.617% per annum under a swap agreement entered into by the Company. The swap rate is fixed for the duration of the loan. During the year, SONIA has been implemented as the variable interest rate. The term loan is repayable under an instalment scheme whereby small repayments are made in the first few years of the loan. The final repayment is due March 2037. Senior debt is stated net of issue costs of £614,109 (2022: £671,559).

 

Subordinated debt provided by Elgin Education (Forfar & Carnoustie) Holdings Limited bears interest at 14% per annum and is repayable in 2036.

ELGIN EDUCATION (FORFAR & CARNOUSTIE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 19 -
15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Balances:
£
£
£
£
Short term timing differences
31,640
110,737
-
-
Derivative financial instruments
-
-
560,198
1,978,800
31,640
110,737
560,198
1,978,800
2023
Movements in the year:
£
Asset at 1 April 2022
(1,868,063)
Credit to profit or loss
(79,097)
Charge to other comprehensive income
1,418,602
Asset at 31 March 2023
(528,558)
16
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
297,000
297,000
297,000
297,000
17
Ultimate controlling party

The immediate parent undertaking is Elgin Education (Forfar & Carnoustie) Holdings Limited, a company incorporated in Scotland. The accounts of Elgin Education (Forfar & Carnoustie) Holdings Limited can be obtained from C/O Resolis Limited Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, Scotland, H3 8EG.

 

Elgin Education (Forfar & Carnoustie) Holdings Limited is owned 100% by Elgin Infrastructure Limited, which is owned between Cobalt Project Investments Limited and Ednaston Project Investments Limited. There is no ultimate controlling party.

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