Company registration number 04190359 (England and Wales)
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
COMPANY INFORMATION
Directors
Michael Donn
Carl Dix
Prince Dakpoe
Marcelino Grote Gansey
Secretary
Infrastructure Managers Limited
Company number
04190359
Registered office
Cannon Place
78 Cannon Street
London
EC4N 6AF
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants & Statutory Auditors
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Bankers
BNP Paibas
10 Harewood Avenue
London
NW1 6AA
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) 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 - 17
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

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

Principal activities

The principal activity of the Company is that of holding company to The Education Support Company (Leeds) Limited. The principal activity of the subsidiary company is that of a Private Finance Initiative Concessionaire for the Leeds Schools PFI project, under the terms of a Project Agreement dated 31 October 2001 between the Company and Leeds City Council. The subsidiary company's Project Agreement requires it to maintain and part operate seven school in Leeds.

Results and dividends

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

 

The profit for the financial year, after taxation, amounted to £2,065,334 (2023: £180,054).

 

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 £2,065,334 (2023: £180,000). The directors do not recommend payment of a further dividend.

Directors

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

Martin Smith
(Resigned 19 January 2024)
Michael Donn
John Cavill
(Resigned 7 May 2024)
Carl Dix
Prince Dakpoe
(Appointed 7 May 2024)
Marcelino Grote Gansey
(Appointed 19 January 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.

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:

 

•    so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

•    they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any     relevant audit information and to establish that the Company's auditors are aware of that information.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Key performance indicators

The performance of the Company from a cash perspective is assessed six monthly by the testing of the covenants of the senior debt provider. The key indicator being the debt service cover ratio. The Company has been performing well and has been compliant with the covenants laid out in the loan agreement.

 

Climate change

The directors recognise that it is important to disclose their view of the impact of climate change on the Company. The Company's 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 Company's operations, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Company's operational or financial performance arising from climate change.

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.

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 25 September 2024 and signed by order of the board by:
James Cornock
For and on behalf of Infrastructure Managers Limited
Secretary
25 September 2024
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulation.

 

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, 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:

 

 

The directors are 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 also 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 25 September 2024

 

 

 

 

Carl Dix

Director                        

 

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Report on the audit of the financial statements
Opinion

In our opinion, The Education Support Company Holdings (Leeds) 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 March 2024; 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.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -

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 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 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 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.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 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.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 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
25 September 2024
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
£
£
Income from shares in group undertakings
5
2,065,334
180,000
Interest receivable from group undertakings
5
292,000
293,060
Other interest receivable and similar income
5
-
0
54
Interest payable and similar expenses
6
(292,000)
(293,060)
Profit before taxation
2,065,334
180,054
Tax on profit
7
-
0
-
0
Profit for the financial year
2,065,334
180,054

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

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
2,304,712
2,304,712
Current assets
Debtors: amounts falling due within one year
11
146,556
146,556
Cash at bank and in hand
54
54
146,610
146,610
Creditors: amounts falling due within one year
12
(588,426)
(146,556)
Net current (liabilities)/assets
(441,816)
54
Total assets less current liabilities
1,862,896
2,304,766
Creditors: amounts falling due after more than one year
13
(1,812,842)
(2,254,712)
Net assets
50,054
50,054
Capital and reserves
Called up share capital
15
50,000
50,000
Profit and loss reserve
16
54
54
Total shareholders' funds
50,054
50,054

The notes on pages 11 to 17 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
Carl Dix
Director
Company registration number 04190359 (England and Wales)
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
Called up share capital
Profit and loss reserve
Total
Notes
£
£
£
Balance at 1 April 2022
50,000
-
0
50,000
Year ended 31 March 2023:
Profit and total comprehensive income for the financial year
-
180,054
180,054
Dividends
8
-
(180,000)
(180,000)
Balance at 31 March 2023
50,000
54
50,054
Year ended 31 March 2024:
Profit and total comprehensive income for the financial year
-
2,065,334
2,065,334
Dividends
8
-
(2,065,334)
(2,065,334)
Balance at 31 March 2024
50,000
54
50,054

The notes on pages 11 to 17 form part of these financial statements.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
1
Accounting policies
Company information

The Education Support Company Holdings (Leeds) Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered in England and Wales. The registered office is located at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

 

The principal activity of the Company is that of holding company to The Education Support Company (Leeds) Limited. The principal activity of the subsidiary company is that of a Private Finance Initiative Concessionaire for the Leeds Schools PFI project, under the terms of a Project Agreement dated 31 October 2001 between the Company and Leeds City Council. The subsidiary company's Project Agreement requires it to maintain and part operate seven school in Leeds.

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 preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed further in the accounting policies.

 

The accounting policies stated below have been consistently applied to the years presented, unless otherwise stated.

 

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

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 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.

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.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -
1.4

Impairment of investments

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators 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.

1.5

Consolidation

The entity has taken advantage of the option not to prepare consolidated financial statements contained in Section 399 of the Companies Act 2006 on the basis that the entity and its subsidiary undertaking comprise a small group.

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 investments

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
Auditors' remuneration

The audit fee of £2,660 (2023: £2,490) was borne by the subsidiary company The Education Support Company (Leeds) Limited.

 

In addition to the audit fee a fee of £1,620 (2023: £1,782) for the provision of tax services was borne by the subsidiary company The Education Support Company (Leeds) Limited.

 

 

 

 

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
4
Employees

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

5
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
54
Interest receivable from group companies
292,000
293,060
Total interest revenue
292,000
293,114
Income from fixed asset investments
Income from shares in group undertakings
2,065,334
180,000
2,357,334
473,114
Disclosed on the income statement as follows:
Income from shares in group undertakings
2,065,334
180,000
Interest receivable from group undertakings
292,000
293,060
Other interest receivable and similar income
-
54
6
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
146,000
146,530
Other interest payable and similar expenses
146,000
146,530
292,000
293,060
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
7
Taxation on profit

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
2,065,334
180,054
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
516,334
34,210
Tax effect of income not taxable in determining taxable profit
(516,334)
(34,210)
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.

8
Dividends
2024
2023
2024
2023
Per share
Per share
Total
Total
£
£
£
£
Ordinary Shares
Final paid
41.31
3.60
2,065,334
180,000

Dividends paid during the year (excluding those for which a liability existed at the end of the prior year).

9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
10
50,000
50,000
Loans to subsidiaries
10
2,254,712
2,254,712
2,304,712
2,304,712
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 April 2023 & 31 March 2024
50,000
2,254,712
2,304,712
Carrying amount
At 31 March 2024
50,000
2,254,712
2,304,712
At 31 March 2023
50,000
2,254,712
2,304,712
THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
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 Education Support Company
(Leeds) Limited
Cannon Place, 78 Cannon Street, London, EC4N 6AF
Ordinary
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)
£
£
The Education Support Company
(Leeds) Limited
2,610,099
1,586,416

The loans to Group undertakings relate to the unsecured Loan Notes 2028 issued by The Education Support Company (Leeds) Limited, the loan is due for final repayment on 30 September 2028, however can be paid in instalments at an earlier date. The Loan Notes are unsecured and bear interest at 13% per annum.

11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
146,556
146,556

The amounts owed by group undertakings relate to accrued interest on the unsecured Loan Notes 2028, the balance bears no interest and is repayable on demand.

12
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
294,213
73,278
Accruals and deferred income
294,213
73,278
588,426
146,556

The amounts owed to group undertakings relate to accrued interest on the unsecured Loan Notes 2028, the balance bears no interest and is repayable on demand. The amounts owed to group undertakings also include unsecured Loan Notes of £48,436.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
14
906,421
1,127,356
Amounts owed to group undertakings
906,421
1,127,356
1,812,842
2,254,712

Included within creditors: amounts falling due after more than one year is an amount of nil (2023: £991,041) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

 

The amounts owed to group undertakings relate to unsecured Loan Notes.

 

On 31 October 2001 the Company and The Education Support Company (Leeds) Limited created £4,522,000 unsecured Loan Notes 2028.

 

The Company shall redeem the Notes on the Redemption Date of 30 September 2028, unless it chooses to redeem some or all Notes before this date. Interest is payable on the Loan Notes at 13% per annum.

14
Loans and overdrafts
2024
2023
£
£
Unsecured loans notes 2028
906,421
1,127,356
Payable after one year
906,421
1,127,356
15
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
50,000
50,000
50,000
50,000

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

16
Profit and loss reserve

Retained earnings records retained earnings and accumulated losses.

THE EDUCATION SUPPORT COMPANY HOLDINGS (LEEDS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
17
Related party transactions

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

 

Aberdeen Infrastructure (No.3) Limited is a 50% shareholder in the Company and a related company Aberdeen Infrastructure Limited is the holder of £1,127,356 (2023: £1,127,356) in subordinated loan notes due from the Company. Interest expense in the year was £146,000 (2023: £146,530) and a total of £73,278 (2023: £73,278) was outstanding at year end.

 

Elbon Holdings (2) Limited a 50% shareholder in the Company also is the holder of £1,127,356 (2023: £1,127,356) in subordinated loan notes due from the Company. Interest expense in the year was £146,000 (2023: £146,530) and a total of £73,278 (2023: £73,278) was outstanding at year end.

18
Ultimate controlling party

The Company is owned jointly by Elbon Holdings (2) Limited, a subsidiary of BIIF L.P. and Aberdeen Infrastructure (No.3) Limited, a subsidiary of Aberdeen Infrastructure Partners LP Inc. Accordingly, there is no ultimate controlling party.

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