Company registration number 07099646 (England and Wales)
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
COMPANY INFORMATION
Directors
S McGhee
(Appointed 15 May 2023)
JS Gordon
(Appointed 30 June 2023)
Secretary
Resolis Limited
Company number
07099646
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the Company during the year was to act as a debt financing company of Hull Esteem Consortium Projectco1 Limited, whose activity is to design, build, finance and operate the Winifred Holtby School and Tweedykes School in Hull.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R W Christie
(Resigned 15 May 2023)
PK Johnstone
(Resigned 30 June 2023)
S McGhee
(Appointed 15 May 2023)
JS Gordon
(Appointed 30 June 2023)
Performance review
The result for the financial year, after taxation, amounted to £nil (2022: £nil).
The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.
Key performance indicators
In its role as a holding company there are no key performance indicators for the directors to monitor. However, from a group point of view the performance of the underlying investments are assessed regularly (at least every six months) by testing the cash resources against the bank lending covenants. The key indicator being the debt service cover ratio. The investments are performing well and have been compliant with the covenants laid out in their respective loan agreements.
Going concern
Cash flow forecasts are prepared for the underlying investment looking over 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.
The Company's cash flows are dependent on the performance of its investment. After reviewing the performance of the investment, which is done on a regular basis, the directors have a reasonable expectation that the Company 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 Company's annual financial statements.
Dividends
The directors do not recommend the payment of a dividend.
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.
Auditor
Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and Johnston Carmichael LLP will therefore continue in office.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 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.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption within part 15 of the Companies Act 2006.
On behalf of the board
S McGhee
Director
7 July 2024
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the ompany will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF HULL ESTEEM CONSORTIUM DEBTCO LIMITED
- 4 -
Opinion
We have audited the financial statements of Hull Esteem Consortium Debtco Limited (‘the company’) for the year ended 31 December 2023, which comprise the Profit and Loss Account, 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
Give a true and fair view of the state of the company’s affairs as at 31 December 2023 and of its profit for the year then ended;
Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
Have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
The information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The Directors’ Report have been prepared in accordance with applicable legal requirements.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF HULL ESTEEM CONSORTIUM DEBTCO 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 Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
The financial statements are not in agreement with the accounting records and returns; or
Certain disclosures of Directors’ remuneration specified by law are not made; or
We have not received all the information and explanations we require for our audit
The Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 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.
Auditor 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to 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:
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF HULL ESTEEM CONSORTIUM DEBTCO LIMITED
- 6 -
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. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. 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:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006;
Agreement of the financial statement disclosures to supporting documentation; and
Recalculating the income received to ensure amounts are in line with expectations.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Allison Dalton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
9 July 2024
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£'000
£'000
Interest receivable and similar income
5
398
408
Interest payable and similar expenses
6
(398)
(408)
Profit before taxation
Tax on profit
Profit for the financial year
All activities of the Company are from continuing operations.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
7
3,206
3,310
Current assets
Debtors: amounts falling due within one year
8
98
100
Creditors: amounts falling due within one year
9
(193)
(204)
Net current liabilities
(95)
(104)
Total assets less current liabilities
3,111
3,206
Creditors: amounts falling due after more than one year
10
(3,111)
(3,206)
Net assets
-
-
Capital and reserves
-
-
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 7 July 2024 and are signed on its behalf by:
S McGhee
Director
Company Registration No. 07099646
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Retained earnings
Total
£'000
£'000
£'000
Balance at 1 January 2022
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
Balance at 31 December 2022
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
Balance at 31 December 2023
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information
Hull Esteem Consortium Debtco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.
The principal activity of the Company during the year was to act as a debt financing company of Hull Esteem Consortium Projectco1 Limited, whose activity is to design, build, finance and operate the Winifred Holtby school and Tweedykes school in Hull.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A have been applied, other than where additional disclosure is required to show a true and fair view.
The presentational currency of the financial statements is pounds sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared on the going concern basis under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Cash flow forecasts are prepared for the underlying investment looking over 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 conditionstrue that will prevail over the forecast period.
The Company's cash flows are dependent on the performance of its investment. After reviewing the performance of the investment, which is done on a regular basis, the directors have a reasonable expectation that the Company 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 Company's annual financial statements.
1.3
Fixed asset investments
Investments are held at cost less provisions for any impairment in value.
Loan stock investment is shown at the cost of the loan advanced less repayments made to date.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.4
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price and subsequently at amortised cost.
Debt instruments are subsequently measured at amortised cost.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and loss account immediately.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in the Profit and loss account immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. 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 entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the Balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the Profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
1.5
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.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
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.
1.6
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Hull Esteem Consortium PSP Limited which can obtained from 1 Park Row, Leeds, United Kingdom, LS1 5AB. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
a) No cash flow statement has been presented for the Company.
b) The disclosures required by Sections 11 and 12 of FRS 102 (Basic Financial Instruments and Other Financial Instruments Issues respectively) in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.
The Company has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments
The judgments (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows.
Market rate of interest
The directors have reviewed the interest rates applied to the unsecured subordinated loan stock and consider these to be at a market rate.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty are as follows.
Impairment of assets
The carrying value of those assets recorded in the 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 profit and loss account. 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.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
3
Auditors' remuneration
The audit fee of £3k (2022: £3k) and tax fee of £1k (2022: £1k) were borne by the subsidiary company Hull Esteem Consortium Projectco1 Limited.
4
Employees
The average monthly number of persons employed by the Company during the year was nil (2022: nil). The directors did not receive any remuneration from the Company during the year (2022: £nil).
5
Interest receivable and similar income
2023
2022
£'000
£'000
Interest receivable and similar income includes the following:
Interest on loans to group undertakings
398
408
6
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest payable and similar expenses includes the following:
Interest payable on loans to group undertakings
398
408
7
Fixed asset investments
2023
2022
£'000
£'000
Loans to group undertakings and participating interests
3,206
3,310
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Fixed asset investments
(Continued)
- 15 -
Movements in fixed asset investments
Loans to group undertakings
£'000
Cost
At 1 January 2023
3,310
Repayments
(104)
At 31 December 2023
3,206
Carrying amount
At 31 December 2023
3,206
At 31 December 2022
3,310
Subsidiaries, associates and other investments
The fellow associate loan note represents subordinated debt issued by Hull Esteem Consortium Projectco1 Limited, a company registered in England & Wales and a fellow associate of the Company, registered address 1 Park Row, Leeds, United Kingdom, LS1 5AB. The principal activity of Hull Esteem Consortium Projectco1 Limited is the provision of construction and operation of Winifred Holtby School and Tweendykes School.
The loan notes are unsecured and repayable semi-annually in March and September with final repayment due in March 2036. Interest is charged at 12% per annum and is also payable semi-annually in March and September.
8
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Other debtors
98
100
Other debtors comprises of accrued interest on subordinated loans to subsidiary undertakings.
Amounts owed by group undertakings relates to interest due from Hull Esteem Consortium Projectco1 Limited, in respect of loans advanced.
9
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Amounts owed to related parties
193
204
Amounts owed to related parties includes accrued interest due on loan notes issued.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
10
Creditors: amounts falling due after more than one year
2023
2022
£'000
£'000
Amounts owed to related parties
3,111
3,206
On 4 March 2010, the Company issued £4,162,630 of unsecured loan stock, on which £73,317 (2022: £73,317) of interest has been rolled on to the loan. The loan stock is subscribed for by Cobalt Project Investments (Hull) Limited, Cobalt Project Investments (Hull - Sewell) Limited and Dalmore Capital (Para 1) Limited. The loan stock has an interest rate equal to that of the Company's investment in its related party, Hull Esteem Consortium Projectco1 Limited. Interest on these loan notes is charged at a rate of 12%. The directors believe that 12% is market value.
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of £1 each
1
1
-
-
There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.
12
Profit and loss reserves
Retained earnings records retained earnings and accumulated losses.
HULL ESTEEM CONSORTIUM DEBTCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
13
Related party transactions
The directors consider the material transactions undertaken by the Company during the year with the related parties with as follows:
2023
2022
2023
2022
Transaction
Transaction
Debtor /
Debtor /
amount
amount
(creditor)
(creditor)
£'000
£'000
£'000
£'000
Cobalt Project Investments (Hull) Ltd
Shareholder in parent company
Loan payable
(35)
(36)
(1,069)
(1,103)
Interest payable
(133)
(136)
(33)
(33)
Cobalt Project Investments (Hull-Sewell) Ltd
Shareholder in parent company
Loan payable
(35)
(36)
(1,069)
(1,103)
Interest payable
(133)
(136)
(33)
(33)
Dalmore Capital (Para 1) Ltd
Shareholder in parent company
Loan payable
(35)
(38)
(1,069)
(1,103)
Interest payable
(133)
(136)
(33)
(33)
Hull Esteem Consortium Projectco1 Ltd
Fellow subsidiary company
Loan receivable
104
110
3,206
3,310
Interest receivable
398
408
98
100
14
Controlling party
The Company's immediate and ultimate parent company is Hull Esteem Consortium PSP Limited. It is the parent undertaking of the largest and smallest group to consolidate financial statements. Copies of Hull Esteem Consortium PSP Limited consolidated financial statements can be obtained from the Company Secretary at 1 Park Row, Leeds, United Kingdom, LS1 5AB. Hull Esteem Consortium PSP Limited is a jointly owned company with no ultimate controlling party. No one company has overriding control of Hull Esteem Consortium PSP Limited.
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2023.300R W ChristiePK JohnstoneS McGheeJS GordonResolis Limitedfalse0070996462023-01-012023-12-3107099646bus:Director32023-01-012023-12-3107099646bus:Director42023-01-012023-12-3107099646bus:CompanySecretary12023-01-012023-12-3107099646bus:Director12023-01-012023-12-3107099646bus:Director22023-01-012023-12-3107099646bus:RegisteredOffice2023-01-012023-12-31070996462023-12-31070996462022-01-012022-12-3107099646core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3107099646core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31070996462022-12-3107099646core:ShareCapital2021-12-3107099646core:RetainedEarningsAccumulatedLosses2021-12-31070996462021-12-3107099646core:ShareCapital2022-12-3107099646core:RetainedEarningsAccumulatedLosses2022-12-3107099646core:ShareCapital2023-12-3107099646core:RetainedEarningsAccumulatedLosses2023-12-3107099646core:WithinOneYear2023-12-3107099646core:WithinOneYear2022-12-3107099646bus:PrivateLimitedCompanyLtd2023-01-012023-12-3107099646bus:FRS1022023-01-012023-12-3107099646bus:Audited2023-01-012023-12-3107099646bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP