Company registration number SC206929 (Scotland)
ESP (HOLDINGS) LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ESP (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
Christopher Solley
Martin Smith
Alan Ritchie
Kenneth McLellan
John Gordon
Carl Dix
Steven McGhee
Prince Dakpoe
Secretary
Infrastructure Managers Limited
Company number
SC206929
Registered office
2nd Floor, Drum Suite
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants & Statutory Auditors
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Bankers
Lloyds Bank Corporate Markets
New Uberior House
Edinburgh
EH3 9BN
Solicitors
Dentons UK and Middle East LLP
9 Haymarket Square
Edinburgh
EH3 8RY
ESP (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditors' report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 27
ESP (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their strategic report on ESP (Holdings) Limited ("the Company") and its consolidated subsidiary ("the Group") for the year ended 31 March 2024.

Principal objectives and strategies

The Company is a holding company with a single subsidiary, The Edinburgh Schools Partnership Limited. Its principal objective is to invest in special purpose vehicles which provides lifecycle management, facilities management, cleaning and catering to schools within the Edinburgh area over a 30 year period with the concession ending in 2033. Included within the project are 10 primary, 5 secondary, 3 special needs schools and 1 community centre.

Principal risks and uncertainties

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

 

Interest rate risk

The financial risk management objectives of the Group are to ensure that financial risks are mitigated by the use of financial instruments. The Group 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 Group liquidity risk is principally managed through financing the Group by means of long term borrowings.

Climate change

The directors recognise that it is important to disclose their view of the impact of climate change on the Company. As a holding company, the Company itself does not trade. Through the subsidiary,the Group holds key operational contracts which are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the Company's and the Group's operations, their contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Company's of the Group's operational or financial performance arising from climate change.

 

Going concern

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.

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.

This report was approved by the board of directors on and signed on behalf of the board by:

Alan Ritchie
Director
24 July 2024
ESP (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

The directors present their annual report and the consolidated financial statements of ESP (Holdings) Limited ("the Company") for the year ended 31 March 2024.

Results and dividends

The results for the year are set out on page 9.

 

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.

 

The Group profit for the financial year, after taxation, amounted to £2,551,992 (2023: £1,967,632). The Company result for the financial year, after taxation, amounted to £nil (2023: £nil).

 

The Group profit for the financial year will be transferred to reserves.

Ordinary dividends were paid amounting to £nil (2023: £nil). The directors do not recommend payment of a final dividend.

Directors

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

Christopher Solley
Martin Smith
Alan Ritchie
John Cavill
(Resigned 22 May 2024)
Kenneth McLellan
John Gordon
Carl Dix
Rory Christie
(Resigned 31 May 2023)
Steven McGhee
(Appointed 26 February 2024)
Prince Dakpoe
(Appointed 22 May 2024)
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.

Future developments

The directors intend for the Company to continue to operate in line with the financial forecast model, contractual terms and do not expect any strategic changes.

Auditors

The auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditors

In the case of each director in office at the date the Directors' Report is approved:

 

ESP (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
This report was approved by the board of directors on 24 July 2024 and signed by order of the board by:
2024-07-24
James Cornock
For and on behalf of Infrastructure Managers Limited
Secretary
24 July 2024
ESP (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", 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 group and the company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:

 

 

The directors are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

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.

 

Directors' confirmations

 

In the case of each director in office at the date the directors' report is approved:

 

 

 

The financial statements were approved and signed by the director and authorised for issue on 24 July 2024

 

 

 

 

Alan Ritchie

Director                        

ESP (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF ESP (HOLDINGS) LIMITED
- 5 -
Report on the audit of the financial statments
Opinion

In our opinion, ESP (Holdings) Limited’s group financial statements and company financial statements (the “financial statements”):

 

 

We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the Group and Company Statements of financial position as at 31 March 2024; the Group Income statement, the Group Statement of comprehensive income, the Group and Company Statements of changes in equity and the Group cash flow statement for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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 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.

 

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.

 

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

ESP (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ESP (HOLDINGS) LIMITED
- 6 -

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

 

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

 

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 March 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

 

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Responsibilities for the financial statements and the audit

 

Responsibilities of the directors for the financial statements

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the 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.

ESP (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ESP (HOLDINGS) LIMITED
- 7 -

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.

 

Based on our understanding of the group and industry, we identified that the principal risks of non compliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

ESP (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ESP (HOLDINGS) LIMITED
- 8 -

Other required reporting

 

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 

 

We have no exceptions to report arising from this responsibility.

Paul Cheshire (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
24 July 2024
ESP (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
15,322,388
13,857,327
Cost of sales
(12,874,861)
(11,658,490)
Gross profit
2,447,527
2,198,837
Administrative expenses
(917,174)
(827,494)
Operating profit
1,530,353
1,371,343
Interest receivable and similar income
6
4,335,995
3,878,589
Interest payable and similar expenses
7
(2,217,772)
(2,672,826)
Profit before taxation
3,648,576
2,577,106
Tax on profit
8
(1,096,584)
(609,474)
Profit for the financial year
2,551,992
1,967,632
Other comprehensive income
Cash flow hedges gain arising in the year
225,096
2,108,986
Total comprehensive income for the year
2,777,088
4,076,618

The notes on pages 15 to 27 form part of these financial statements.

 

All the activities of the Group are from continuing operations.

ESP (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors falling due within one year
11
4,938,132
4,845,403
Debtors falling due after more than one year
11
41,630,548
45,606,451
Cash at bank and in hand
17,658,805
17,233,659
64,227,485
67,685,513
Creditors: amounts falling due within one year
12
(10,321,319)
(12,223,428)
Net current assets
53,906,166
55,462,085
Creditors: amounts falling due after more than one year
13
(27,491,948)
(31,176,021)
Provisions for liabilities
Deferred tax liability
15
(5,576,410)
(6,225,344)
(5,576,410)
(6,225,344)
Net assets
20,837,808
18,060,720
Capital and reserves
Called up share capital
17
83,395
83,395
Hedging reserve
(403,564)
(628,660)
Profit and loss reserves
21,157,977
18,605,985
Total equity
20,837,808
18,060,720

The notes on pages 15 to 27 form part of these financial statements.

 

All the activities of the Group are from continuing operations.

The financial statements were approved by the board of directors and authorised for issue on 24 July 2024 and are signed on its behalf by:
24 July 2024
Alan Ritchie
Director
Company registration number SC206929 (Scotland)
ESP (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
83,395
83,395
Current assets
Debtors falling due after more than one year
11
1,202,044
1,202,044
Debtors falling due within one year
11
10,007
3,555,342
1,212,051
4,757,386
Creditors: amounts falling due within one year
12
(10,007)
(3,555,342)
Net current assets
1,202,044
1,202,044
Total assets less current liabilities
1,285,439
1,285,439
Creditors: amounts falling due after more than one year
13
(1,202,044)
(1,202,044)
Net assets
83,395
83,395
Capital and reserves
Called up share capital
17
83,395
83,395

The notes on pages 15 to 27 form part of these financial statements.

 

All the activities of the Group are from continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s result for the year was £0 (2023 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 July 2024 and are signed on its behalf by:
24 July 2024
Alan Ritchie
Director
Company registration number SC206929 (Scotland)
ESP (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
83,395
(2,737,646)
16,638,353
13,984,102
Year ended 31 March 2023:
Profit for the year
-
-
1,967,632
1,967,632
Other comprehensive income:
Cash flow hedges gains
-
2,108,986
-
2,108,986
Total comprehensive income
-
2,108,986
1,967,632
4,076,618
Balance at 31 March 2023
83,395
(628,660)
18,605,985
18,060,720
Year ended 31 March 2024:
Profit for the year
-
-
2,551,992
2,551,992
Other comprehensive income:
Cash flow hedges gains
-
225,096
-
225,096
Total comprehensive income
-
225,096
2,551,992
2,777,088
Balance at 31 March 2024
83,395
(403,564)
21,157,977
20,837,808
Included in the fair value movement on cash flow hedging instrument is £27856 (2023: £582321) that was recycled through Interest Payable in the Statement of Comprehensive Income.

The notes on pages 15 to 27 form part of these financial statements.

 

All the activities of the Group are from continuing operations.

ESP (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
£
Balance at 1 April 2022
83,395
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
Balance at 31 March 2023
83,395
Year ended 31 March 2024:
Profit and total comprehensive income
-
Balance at 31 March 2024
83,395

The notes on pages 15 to 27 form part of these financial statements.

 

All the activities of the Group are from continuing operations.

ESP (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
18
6,537,625
6,120,502
Income taxes paid
(1,427,365)
(1,021,643)
Net cash inflow from operating activities
5,110,260
5,098,859
Investing activities
Interest received
4,335,995
3,878,589
Net cash generated from investing activities
4,335,995
3,878,589
Financing activities
Repayment of bank loans
(3,249,407)
(3,680,919)
Interest paid
(5,771,702)
(2,111,942)
Net cash used in financing activities
(9,021,109)
(5,792,861)
Net increase in cash and cash equivalents
425,146
3,184,587
Cash and cash equivalents at beginning of year
17,233,659
14,049,072
Cash and cash equivalents at end of year
17,658,805
17,233,659

The notes on pages 15 to 27 form part of these financial statements.

 

All the activities of the Group are from continuing operations.

ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

ESP (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.

 

The Company is a holding company with a single subsidiary, The Edinburgh Schools Partnership Limited. Its principal objective is to invest in special purpose vehicles which provides lifecycle management, facilities management, cleaning and catering to schools within the Edinburgh area over a 30 year period with the concession ending in 2033. Included within the project are 10 primary, 5 secondary, 3 special needs schools and 1 community centre.

 

The Group consists of ESP (Holdings) Limited and its subsidiary.

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, as modified by the revaluation of certain financial assets and liabilities. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Fixed asset investments

The financial statements consolidate the financial statements of ESP (Holdings) Limited and its subsidiary undertaking.

 

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual Statement of Comprehensive Income.

 

ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Going concern

The financial statements are prepared on a going concern basis which the directors believe to be appropriate for the following reasons.

 

The Group 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 has adequate resources to continue in operational existence for the foreseeable future.

 

In light of this, the Directors continue to adopt the going concern basis of accounting in preparing the

Group's annual financial statements.

 

1.4
Turnover

Turnover represents the services' share of the management services income received by the Company for the provision of a PFI (Private Finance Initiative) asset to the customer. This income is received over the life of the concession period. Management service income is allocated between turnover, finance debtor interest and reimbursement of the finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.

 

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
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.

 

The Group is obligated to keep cash reserves as at the balance sheet date in respect of requirements in the Group's funding agreements. This restricted cash balance, which is shown within the "cash at bank and in hand" balance amounts to £14,692,363 (2023: £12,574,579).

 

1.7
Financial instruments

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.

ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
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.

Other financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

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 group after deducting all of its liabilities.

Basic financial 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.

ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
Other financial liabilities

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.

Derecognition of financial liabilities

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

1.8
Equity instruments

Equity instruments issued by the group 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 group.

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 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

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.

1.10
Finance debtor

The Group has taken the transition exemption in FRS102 Section 35.10(i) that allows the Group to continue the service concession arrangement accounting policies from previous UK GAAP.

 

The Group accounts 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 asset have been treated as a finance debtor within these financial statements.

ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of assets

The carrying value of those assets recorded in the Company's Statement of Financial Position, at amortised cost less any impairment losses, 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 compare 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.

Fair value of derivative contracts

Fair values for derivative contracts are based on mark-to-market valuations provided by the contract counterparty. Whilst these can be tested for reasonableness, the exact valuation methodology and forecast assumptions for future interest rates or inflation rates are specific to the counterparty.

Service concession contract

Accounting for the service concession contract and finance debtor requires estimation of service margin, finance debtor interest rates and associated amortisation profile which is based on projected trading results to the end of the contract.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Rendering of services
15,322,388
13,857,327

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

4
Auditors' remuneration
2024
2023
Fees payable to the company's auditors and associates:
£
£
For audit services
Audit of the financial statements of the group and company
14,900
12,970
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
4
Auditors' remuneration
(Continued)
- 20 -

Included in the fee above is £3,192 (2023: £2,988) for the audit of the Company ESP (Holdings) Limited. In addition to the above audit services the Company also paid £2,048 (2023: £1,916) for non-audit services.

5
Employees
2024
2023
2024
2023

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2023: nil). The directors did not receive any remuneration from the Company during the year (2023: £nil)

 

6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,004,160
317,056
Interest received on finance debtor
3,331,835
3,561,533
Total income
4,335,995
3,878,589
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
1,896,702
2,111,941
Interest payable to group undertakings
329,665
305,031
(Gain)/loss on hedged item in a fair value hedge
(55,010)
204,794
Other interest payable and similar expenses
46,415
51,060
Total finance costs
2,217,772
2,672,826
8
Taxation on profit
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,531,140
994,173
Deferred tax
Origination and reversal of timing differences
(434,556)
(384,699)
Total tax charge
1,096,584
609,474
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
8
Taxation on profit
(Continued)
- 21 -

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:

2024
2023
£
£
Profit before taxation
3,648,576
2,577,106
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
912,144
489,650
Tax effect of expenses that are not deductible in determining taxable profit
184,440
202,033
Effect of change in corporation tax rate
-
(82,209)
Taxation charge
1,096,584
609,474

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted.

9
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
10
-
0
-
0
83,395
83,395
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 and 31 March 2024
83,395
Carrying amount
At 31 March 2024
83,395
At 31 March 2023
83,395
10
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
The Edinburgh Schools Partnership Limited
2nd Floor Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN
Ordinary
100.00
The Edinburgh Schools Partnership Limited
20,837,808
2,551,992
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Subsidiaries
(Continued)
- 22 -

The directors have reviewed the investments forecasts and projections and have reasonable expectation that no impairment indicators exist and the investment will continue in operational existence for the foreseeable future.

11
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
82,401
317,272
-
0
-
0
Finance leases receivable
3,990,920
3,525,938
-
-
Other debtors
159,515
361,311
10,007
3,555,342
Prepayments and accrued income
705,296
640,882
-
0
-
0
4,938,132
4,845,403
10,007
3,555,342
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
1,202,044
1,202,044
Finance leases receivable
41,630,548
45,317,041
-
-
41,630,548
45,317,041
1,202,044
1,202,044
Deferred tax asset (note 15)
-
0
289,410
-
0
-
0
41,630,548
45,606,451
1,202,044
1,202,044
Total debtors
46,568,680
50,451,854
1,212,051
4,757,386

The amounts owed by Group undertakings relates to Subordinated Loan Notes. The loan notes bear interest of 13.07% per annum and payment of capital falls due in the year 2033.

12
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
14
4,066,579
3,940,637
-
0
-
0
Trade creditors
2,477,380
2,390,582
-
0
-
0
Corporation tax payable
362,255
258,479
-
0
-
0
Other taxation and social security
469,146
589,903
-
-
Other creditors
10,007
3,555,342
10,007
3,555,342
Accruals and deferred income
2,935,952
1,488,485
-
0
-
0
10,321,319
12,223,428
10,007
3,555,342
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
12
Creditors: amounts falling due within one year
(Continued)
- 23 -

Amounts owed to group undertakings relate to accrued interest on the subordinated loan notes. The accrued interest is unsecured, repayable on demand and incurs interest at SONIA plus 2%.

13
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
14
25,528,618
28,857,552
-
0
-
0
Other borrowings
14
1,202,044
1,202,044
1,202,044
1,202,044
Derivative financial instruments
761,286
1,116,425
-
0
-
0
27,491,948
31,176,021
1,202,044
1,202,044
Amounts included above which fall due after five years are as follows:
Payable by instalments
9,849,843
13,688,225
1,202,044
1,202,044
14
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
29,595,197
32,798,189
-
0
-
0
Loans from group undertakings
1,202,044
1,202,044
1,202,044
1,202,044
30,797,241
34,000,233
1,202,044
1,202,044
Payable within one year
4,066,579
3,940,637
-
0
-
0
Payable after one year
26,730,662
30,059,596
1,202,044
1,202,044
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
14
Loans and overdrafts
(Continued)
- 24 -

Group

 

The bank loan is secured by a bond and floating charge over all the assets, rights and undertakings of the Company. The 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 on 30 September 2030. Two loan tranches bear interest at SONIA plus 0.90% and 0.95% with one fixed rate loan at 5.290% however the Group has an interest rate swap arrangement receiving SONIA and paying interest fixed at 5.155% and 5.360% for the full amount of the loan drawn, hence fixing the total interest payable on the bank loan at 6.055% and 6.310%. The full amount of loan drawdowns at 31 March 2024 is £29,706,435 (2023: £32,955,843).

 

The Group agreed with the lenders to replace the LIBOR reference in the loan agreement with SONIA on 4 September 2023, adjusted for a historic credit adjustment spread.

 

Company

 

Loans from group undertakings - In November 2001 the Company issued £9,742,310 subordinated loan notes to its immediate parent companies, with a further £1,035,373 issued in April 2004 and £5,500,000 issued in December 2016 and repaid in September 2019. The loan notes bear interest of 13.07% per annum and payment of capital falls due in the year 2033. The Coupon on the principal amount accrues daily and is payable in cash on 30 September and 31 March each year. The investment sum was advanced under a subordinated loan agreement and is therefore unsecured, and would rank alongside ordinary creditors in the event of a winding up.

15
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
5,771,883
6,225,344
-
-
Other short term timing differences
(5,152)
-
-
10,304
Derivative Financial Instruments
(190,321)
-
-
279,106
5,576,410
6,225,344
-
289,410
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 April 2023
5,935,934
-
Credit to profit or loss
(434,556)
-
Charge to other comprehensive income
75,032
-
Liability at 31 March 2024
5,576,410
-
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Deferred taxation
(Continued)
- 25 -

The net deferred tax liability expected to reverse in 2025 is £644,221 (2024: £398,407). This primarily relates to the reversal of timing differences on capital allowances offset by expected utilisation of tax losses and short term timing differences.

16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
45,621,468
48,842,979
-
-
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
(761,286)
(1,116,425)
-
-

The fair values of the interest rate swap have been calculated by discounting the fixed cash flows at forecasted forward interest rates over the term of the financial instrument, the discount rate applied equals the spot rate for each valuation date. The bank borrowing and finance debtor are both held at amortised cost.

 

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 Group has entered into two interest rate swaps with third parties for the same notional amount as all of the Groups 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 over the life of the loan/swap arrangements. The two interest rate swaps were entered into on 15 November 2001 and 6 April 2004 and both expire on 31 March 2031. 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 designated them as such.

 

Carrying value of all derivative financial instruments

 

All of the Groups derivative financial instruments are carried at fair value. The net carrying value of all derivative financial instruments at 31 March 2024 amounted to net liabilities of £761,286 (2023: £1,116,425). The effective portion of the movements in the fair value of these derivative financial instruments have been recorded in the cash flow hedge reserve amounting to a credit of £2,811,982 (2023: credit of £300,128). The ineffective portion of the movements in the fair value have been recorded in the profit and loss amounting to a credit of £55,010 (2023: charge of £204,794).

17
Called up share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
83,395
83,395
83,395
83,395
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
17
Called up share capital
(Continued)
- 26 -

There is a single class of ordinary share. There are no restrictions on the distribution of the dividends and the repayment of capital.

18
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
2,551,992
1,967,632
Adjustments for:
Taxation charged
1,096,584
609,474
Finance costs
2,217,772
2,672,826
Investment income
(4,335,995)
(3,878,589)
Movements in working capital:
Decrease in debtors
3,593,764
2,678,662
Increase in creditors
1,413,508
2,070,497
Cash generated from operations
6,537,625
6,120,502
19
Analysis of changes in net debt - group
1 April 2023
Cash flows
Other non-cash changes
Market value movements
31 March 2024
£
£
£
£
£
Cash at bank and in hand
17,233,659
425,146
-
-
17,658,805
Borrowings excluding overdrafts
(34,000,233)
3,249,407
(46,415)
-
(30,797,241)
Derivatives relating to debt
(1,116,425)
710,278
-
(355,139)
(761,286)
(17,882,999)
4,384,831
(46,415)
(355,139)
(13,899,722)
ESP (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
20
Related party transactions

Group

 

The following disclosures are with entities in the Group that are not wholly owned:

 

The Group paid £251,872 (2023: £224,734) to PFI Infrastructure Finance Limited and its related entities for the provision of two directors, the provision of management services, dividends and subordinated debt interest. The total outstanding balance at 31 March 2024 was £207,790 (2023: £815,212).

 

The Group paid £129,525 (2023: £118,619) to Semperian PPP Investment Partners No.2 Limited for the provision of two directors, dividends and subordinated debt interest. The total outstanding balance at 31 March 2024 was £398,242 (2023: £1,563,091).

 

The Group paid £78,842 (2023: £72,157) to Palio (No. 19) Limited for the provision of two directors, dividends and subordinated debt interest. The total outstanding balance at 31 March 2024 was £242,410 (2023: £951,432).

 

The Group paid £19,363 (2023: £17,129) to Aberdeen Infrastructure (No. 3) Limited and its related entities for the provision of two directors and dividends. The Group paid £98,897 (2023: £90,108) for amounts relating to interest on subordinated Loan notes to Aberdeen Infrastructure Limited. The total outstanding balance at 31 March 2024 was £363,608 (2023: £1,444,307)

21
Controlling party

The directors consider there to be no ultimate controlling party.

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