Company registration number SC259896 (Scotland)
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
MA Donn
JS Gordon
FD Laing
PK Johnstone
(Appointed 29 January 2024)
Secretary
Resolis Limited
Company number
SC259896
Registered office
Exchange Tower
11th Floor
19 Canning Street
Edinburgh
Scotland
EH3 8EG
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditors' report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company continued to be that of a Holding Company to Elgin Education (Aberdeenshire 2) Limited.

Directors

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

MA Donn
JS Gordon
FD Laing
PK Johnstone
(Appointed 29 January 2024)
J McDonagh
(Appointed 30 June 2023 and resigned 29 January 2024)

PK Johnstone was reappointed following a resignation on 30 June 2023.

Auditor

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

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.

On behalf of the board
MA Donn
Director
5 August 2024
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
- 3 -
Opinion

We have audited the financial statements of Elgin Education (Aberdeenshire2) Holdings Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

 

 

 

 

 

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
- 5 -

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 the company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

 

 

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries by review of any relevant correspondence with regulatory bodies and board meeting minutes.

 

We assessed the susceptibility of the company's 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 of controls. We identified a heightened fraud risk in relation to:

 

 

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
- 6 -

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error.

 

 

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material risk due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Fiona Munro
Senior Statutory Auditor
For and on behalf of Johnston Carmichael LLP
5 August 2024
Chartered Accountants
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
2024
2023
£
£
Turnover
-
-
Income from shares in group undertakings
503,835
293,941
Interest receivable from group undertakings
627,293
649,760
Interest payable and similar expenses
(627,293)
(649,760)
Profit before taxation
503,835
293,941
Tax on profit
-
0
-
0
Profit for the financial year
503,835
293,941

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

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
500,000
500,000
Current assets
Debtors falling due after more than one year
5
4,674,313
4,674,313
Debtors falling due within one year
5
137,757
131,301
4,812,070
4,805,614
Creditors: amounts falling due within one year
8
(137,757)
(131,301)
Net current assets
4,674,313
4,674,313
Total assets less current liabilities
5,174,313
5,174,313
Creditors: amounts falling due after more than one year
9
(4,674,313)
(4,674,313)
Net assets
500,000
500,000
Capital and reserves
Called up share capital
10
5,000
5,000
Share premium account
495,000
495,000
Total equity
500,000
500,000

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 5 August 2024 and are signed on its behalf by:
MA Donn
Director
Company registration number SC259896 (Scotland)
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
5,000
495,000
-
0
500,000
Year ended 31 March 2023:
Profit and total comprehensive income
-
-
293,941
293,941
Dividends
-
-
(293,941)
(293,941)
Balance at 31 March 2023
5,000
495,000
-
0
500,000
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
503,835
503,835
Dividends
-
-
(503,835)
(503,835)
Balance at 31 March 2024
5,000
495,000
-
0
500,000
ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information

Elgin Education (Aberdeenshire 2) Holdings Limited ("the Company") is a private company limited by shares and is incorporated and domiciled in Scotland. The address of its registered office is Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, Scotland, EH3 8EG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

 

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

 

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

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At 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.true

 

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.

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

1.4
Equity instruments

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

1.5

Auditor's remuneration

Audit fees for the Company and it's subsidiary, Elgin Education (Aberdeenshire 2) Limited, are borne by the subsidiary.

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of assets

The carrying value of those assets 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 asset or assets and compares that with the carrying value of the asset or assets in the Balance Sheet. Any reduction in value arising from such a review would be recorded in the Statement of Comprehensive Income 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.

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
3
Employees

The average number of employees of the Company was nil (2023: nil)

4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
500,000
500,000
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
137,757
131,301
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
4,674,313
4,674,313
Total debtors
4,812,070
4,805,614

The amounts owed by Group undertakings relate to subordinated debt and accrued interest on the debt due from Elgin Education (Aberdeenshire 2) Limited. The accrued interest of £137,757 (2023: £131,301) is interest free and is repayable on demand. The subordinated debt balance of £4,674,313 (2023: £4,674,313) bears interest at 14% per annum and is repayable in 2029.

8
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
96,430
91,911
Other creditors
41,327
39,390
137,757
131,301

Creditor amounts due within one year relates to interest due on subordinated debt balances.

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
3,272,019
3,272,019
Other creditors
1,402,294
1,402,294
4,674,313
4,674,313

Subordinated debt provided by Elgin Infrastructure Limited (70%) and Aberdeen Infrastructure (No.3) Limited (30%) bears interest at 14% per annum and is repayable in 2029. The Coupon on the principal accrues daily and is payable quarterly. The investment sum was advanced under a subordinated loan agreement and is therefore unsecured, and would rank alongside ordinary creditors in the case of a winding up.

 

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
500,000
500,000
5,000
5,000
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Share Premium of 1p each
49,500,000
49,500,000
495,000
495,000
11
Contingent Liabilities

The Company has granted a guarantee supported by a debenture incorporating fixed and floating charges over it's assets and undertakings, in security of its wholly owned subsidiary's term loan from Bank of Scotland plc. Senior debt due to Bank of Scotland plc at the year end was £20,964,018 (2023: £24,084,101)

12
Related party transactions

The Company is wholly owned by Elgin Infrastructure Limited and 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.

 

During the year interest of £439,105 (2023: £458,138) was paid to Elgin Infrastructure Limited. Interest of £96,430 (2023: £95,217) was due to Elgin Infrastructure Limited at the year end.

During the year interest of £188,188 (2023: £114,267) was paid to Aberdeen Infrastructure Limited. Interest of £41,327 (2023: £48,971) was due to Aberdeen Infrastructure (No.3) Limited at the year end.

 

ELGIN EDUCATION (ABERDEENSHIRE2) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
13
Parent company

The company is owned 70% by Elgin Infrastructure Limited, which is jointly owned between Cobalt Project Investment Limited and Ednaston Project Investments Limited, and 30% by Aberdeen Infrastructure (No. 3) Limited. There is no ultimate controlling party.

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