Company registration number SC218928 (Scotland)
WEST LOTHIAN EDUCATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
WEST LOTHIAN EDUCATION LIMITED
COMPANY INFORMATION
Directors
John Cavill
Carl Dix
Secretary
Infrastructure Managers Limited
Company number
SC218928
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 plc
St George's House
6-8 Eastcheap
London
EC3M 1LL
Solicitors
CMS Cameron McKenna LLP
Mitre House
160 Aldersgate Street
London
EC1A 4DD
WEST LOTHIAN EDUCATION LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 18
WEST LOTHIAN EDUCATION LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and the financial statements of West Lothian Education Limited ("the Company") for the year ended 31 December 2023.

Principal activities

The principal activity of the Company is that of a holding company to Alpha Schools (West Lothian) Holdings Limited. Alpha Schools (West Lothian) Holdings Limited wholly owns Alpha Schools (West Lothian) Limited, a company that operates and maintains three secondary and three primary schools in West Lothian under the Government's Private Finance Initiative ("PFI").

Results and dividends

The results for the year are set out on page 8.

 

The loss for the financial year, after taxation, amounted to £257,253 (2022: profit of £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.

Ordinary dividends were paid amounting to £nil. (2022: £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 approval of the financial statements were as follows:

John Cavill
Carl Dix
(Appointed 31 January 2023)
John Wrinn
(Resigned 31 January 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.

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:

 

WEST LOTHIAN EDUCATION LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
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 investments is assessed every six months by testing the cash resources against the bank lending covenants. The key indicator being the debt service cover ratio. The investments have been performing well and have been compliant with the covenants laid out in the Group loan agreement.

 

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. The company's indirect subsidiaries key operational contracts 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 operations, their contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the 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.

Small companies exemption

This report has been prepared in accordance with the special provisions applicable to small companies within Part 15 of the Companies Act 2006. Exemption has also been taken from the requirement to prepare a Strategic Report.

This report was approved by the board of directors on 6 June 2024 and signed by order of the board by:
James Cornock
For and on behalf of Infrastructure Managers Limited
Secretary
6 June 2024
WEST LOTHIAN EDUCATION LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 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 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 company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:

 

 

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.

 

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.

 

 

The financial statements were approved and signed by the director and authorised for issue on 6 June 2024

 

 

 

 

Carl Dix

Director                        

 

WEST LOTHIAN EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF WEST LOTHIAN EDUCATION LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Report on the Audit of the Financial Statements
Opinion

In our opinion, West Lothian Education Limited's financial statements:

 

 

 

 

We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the Statement of financial position as at 31 December 2023; the Statement of comprehensive income and the Statement of changes in equity 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 Company 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 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 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.

WEST LOTHIAN EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF WEST LOTHIAN EDUCATION LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

Report 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 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.

Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the directors' report for the year ended 31 December 2023 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 Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the 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 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.

WEST LOTHIAN EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF WEST LOTHIAN EDUCATION LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

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 company 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.

 

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.

WEST LOTHIAN EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF WEST LOTHIAN EDUCATION LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption in preparing the Directors' Report; and take advantage of the small companies exemption from preparing a strategic report. 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
6 June 2024
WEST LOTHIAN EDUCATION LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Impairment
3
(257,253)
-
0
Interest receivable and similar income
6
2,212,322
1,994,813
Interest payable and similar expenses
7
(2,212,322)
(1,994,813)
Loss before taxation
(257,253)
-
0
Tax on loss
8
-
0
-
0
Loss for the financial year
(257,253)
-
0

This income statement has been prepared on the basis that all operations are continuing operations.

WEST LOTHIAN EDUCATION LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors: amounts falling due within one year
11
9,848,508
8,101,328
Debtors: amounts falling due after one year
11
2,847,964
2,847,964
12,696,472
10,949,292
Creditors: amounts falling due within one year
12
(14,828,818)
(12,824,385)
Net current liabilities
(2,132,346)
(1,875,093)
Creditors: amounts falling due after more than one year
13
(2,857,963)
(2,857,963)
Net liabilities
(4,990,309)
(4,733,056)
Capital and reserves
Called up share capital
14
10,001
10,001
Share premium account
119,441
119,441
Profit and loss reserve
(5,119,751)
(4,862,498)
Total shareholders' deficit
(4,990,309)
(4,733,056)

The notes on pages 11 to 18 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 6 June 2024 and are signed on its behalf by:
Carl Dix
Director
Company registration number SC218928 (Scotland)
WEST LOTHIAN EDUCATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Called up share capital
Share premium account
Profit and loss reserve
Total
£
£
£
£
Balance at 1 January 2022
10,001
119,441
(4,862,498)
(4,733,056)
Year ended 31 December 2022:
Profit and total comprehensive income for the financial year
-
-
-
0
-
0
Balance at 31 December 2022
10,001
119,441
(4,862,498)
(4,733,056)
Year ended 31 December 2023:
Loss and total comprehensive income for the financial year
-
-
(257,253)
(257,253)
Balance at 31 December 2023
10,001
119,441
(5,119,751)
(4,990,309)

The notes on pages 11 to 18 form part of these financial statements.

WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

West Lothian Education Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered Scotland. The registered office is located at 2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.

 

The principal activity of the Company is that of a holding company to Alpha Schools (West Lothian) Holdings Limited. Alpha Schools (West Lothian) Holdings Limited wholly owns Alpha Schools (West Lothian) Limited, a company that operates and maintains three secondary and three primary schools in West Lothian under the Government's Private Finance Initiative ("PFI").

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.

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of BIIF Holdco Limited. These consolidated financial statements are available from its registered office at Cannon Place, 78 Cannon Street, London EC4N 6AF.

The Company is a wholly-owned subsidiary of BIIF Holdco Limited, a company incorporated in England. In accordance with section 400 of the Companies Act 2006, is not required to produce, and has not published, consolidated financial statements.

WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The financial statements are prepared on a going concern basis notwithstanding net liabilities of £4,990,309 and net current liabilities of £2,132,346 (2022: £4,733,056 and £1,875,093) which the directors believe to be appropriate for the following reasons.

 

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 is in a net liability position which is a result of capitalisation of subordinated debt interest resulting in higher finance costs, and the intercompany balance with Elbon Holdings (1) Limited. On 29 June 2021, a loan agreement was executed between West Lothian Education Limited and Elbon Holdings (1) Limited. This agreement confirmed that the outstanding intercompany balance has no fixed repayment date, other than the repayment of capital in 2032, and the directors may make repayments at their discretion.

 

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. The directors of the subsidiary company have prepared cash-flow forecast for the concession period. These forecasts indicate that the banking covenant ratios will be met in all future periods.

 

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

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.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indictors exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

 

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

1.4
Financial instruments
Other financial assets

Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.

WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
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 company 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.

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 at each reporting date. The fair values of the derivatives have been calculated by discounting the fixed cash flows at forecasted forward interest rates over the term of the financial instrument. 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 company’s contractual obligations expire or are discharged or cancelled.

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 income statement 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.

WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
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 income statement, 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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Impairment
2023
2022
£
£
Expenditure
Impairment of subsidiary loan
257,253
-

Impairment of subsidiary loan relates to impairments made against amounts due from Alpha Schools (West Lothian) Holdings Limited.

WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
4
Auditors' remuneration

The audit fee of £2,660 (2022: £2,490) was borne by the subsidiary company Alpha Schools (West Lothian) Limited.

5
Employees

The average monthly number of persons (including directors) employed by the company during the year was: nil (2022: nil). The directors are not employed by the Company and did not receive any remuneration from the Company during the year (2022: £nil).

6
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
2,212,322
1,994,813
7
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
2,212,322
1,994,813
8
Taxation on loss

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(257,253)
-
0
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(60,507)
-
0
Tax effect of expenses that are not deductible in determining taxable profit
60,507
-
0
Taxation charge for the year
-
-

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 23.52% rate used above reflects 9 months of this new rate and 3 months of the previous rate of 19%.

 

 

 

9
Fixed asset investments
WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Fixed asset investments
(Continued)
- 16 -
Movements in fixed asset investments
Shares in participating interests
£
Cost or valuation
At 1 January 2023 & 31 December 2023
139,411
Impairment
At 1 January 2023 & 31 December 2023
139,411
Carrying amount
At 31 December 2023
-
At 31 December 2022
-
0
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Alpha Schools (West Lothian) Holdings Limited
2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN
Ordinary Shares
100.00
Alpha Schools (West Lothian) Limited
2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN
Ordinary Shares
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Alpha Schools (West Lothian) Holdings Limited
(5,521,546)
(302,129)
Alpha Schools (West Lothian) Limited
(9,283,535)
(870,488)

The directors acknowledge the investment is in net liabilities, this is partly due to the derivative financial instruments being included on the balance sheet. In addition the investment company has historically capitalised subordinated debt interest payments into the loan balance rather than make cash interest payments which has resulted in higher finance costs than were originally anticipated at the outset of the project.

 

As a result of the financial position of the subsidiary entities set out above, the investment carrying value was impaired to £nil in previous accounting periods.

 

WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
9,848,508
8,101,328
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
2,847,964
2,847,964
Total debtors
12,696,472
10,949,292

Amounts owed by Group undertakings due within one year relates to interest on the subordinated loan issued to Alpha Schools (West Lothian) Holdings Limited which has been capitalised. This is interest bearing at a rate of 13.5% per annum, is repayable on demand and is unsecured. On 31 December 2023 the directors impaired amounts due from Alpha Schools (West Lothian) Holdings Limited to its recoverable amount. An expense of £257,253 (2022: £nil) was charged to the Statement of Comprehensive Income.

 

Amounts owed by Group undertakings greater than one year is a subordinated loan due from Alpha Schools (West Lothian) Holdings Limited which carries an annual interest rate of 13.5% and is repayable in full on 31 March 2032. The investment was advanced under a subordinated loan agreement and is therefore unsecured, and would rank alongside ordinary creditors in the event of a winding up.

12
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
14,828,818
12,824,385

Amounts owed to Group undertakings consist of loans due to the immediate parent. Amounts owed to Group undertakings are interest bearing at 13.5% per annum, are unsecured and are repayable on demand.

13
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
2,857,963
2,857,963
WEST LOTHIAN EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Creditors: amounts falling due after more than one year
(Continued)
- 18 -

Included within creditors: amounts falling due after more than one year is an amount of £2,857,963 (2022: £2,857,963) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

 

In August 2001 the Company entered a subordinated debt agreement. The interest rate on this loan is 13.5% with the capital element being repaid by a one off repayment in 2032. The coupon on the principal amount accrues daily, unpaid interest accrues in creditors falling due within one year. £2,847,963 (2022: £2,847,963) subordinated debt is due to Elbon Holdings (1) Limited and is held within Amounts owed to group undertakings.

 

Amounts due to group undertakings also includes £10,000 (2022: £10,000) due to a separate Group undertaking.

14
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,001
10,001
10,001
10,001

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

15
Ultimate controlling party

The immediate parent undertaking is Elbon Holdings (1) Limited.

 

The intermediate parent undertaking is BIIF Holdco Limited, which is the parent undertaking of the smallest and largest Group to consolidate these financial statements. Copies of BIIF Holdco Limited consolidated financial statements can be obtained from the Company Secretary at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

The ultimate parent and controlling party is BIIF L.P. BIIF L.P. is owned by a number of investors with no one investor having individual control

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