Company registration number SC473666 (Scotland)
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
COMPANY INFORMATION
Directors
Steven McGhee
Matthew Templeton
Secretary
Infrastructure Managers Limited
Company number
SC473666
Registered office
2nd Floor, Drum Suite
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
Auditor
Johnston Carmichael LLP
Chartered Accountants & Statutory Auditors
Bishops Court
29 Albyn Place
Aberdeen
AB10 1YL
Bankers
Lloyds Bank plc
City Office
Bailey Drive
Gillingham Business Park
Kent
ME8 0LS
Solicitors
Dentons UKMEA LLP
9 Haymarket Square
Edinburgh
EH3 8RY
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 25
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO 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 and Group continued to be that of financing, operation and maintenance of a college on a single site campus under a Scottish Futures Trust Non Profit Distributing (NPD) program for the benefit of The Board of Management of Ayrshire College. The construction of the college commenced in June 2014, becoming operational on 30 September 2016. The contract is in the tenth year of it's term, expiring in May 2041.

Results and dividends

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

 

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 (2023: £nil). The directors do not recommend payment of a final dividend.

Directors

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

Steven McGhee
Matthew Templeton
Peter Johnstone
(Resigned 18 May 2023)
Qualifying third party indemnity provisions

The Group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

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

Statement of disclosure to auditor

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.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO 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 Group loan agreement.

 

Financial risk

Due to the nature of the Group's business, the financial risks the directors consider relevant to this Group are

credit, interest rate, cash flow and liquidity risk. The credit risk is not considered significant as the client is a quasi

governmental organisation.

 

Interest rate risk

The financial risk management objectives of the Group are to ensure that financial risks are mitigated by the use

of financial instruments. The Group has interest bearing liabilities with fixed interest rates.

 

Cash flow and liquidity risk

Many of the cash flow risks are addressed by means of contractual provisions. The Group's liquidity risk is

principally managed through financing the Group by means of long-term borrowings

 

Climate change

The directors recognise that it is important to disclose their view of the impact of climate change on the Company.

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

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 4 October 2024 and signed by order of the board by:
For and on behalf of Infrastructure Managers Limited
Secretary
4 October 2024
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO 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 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 group and company, and of the profit or loss of the group 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.

 

The financial statements were approved and signed by the director and authorised for issue on 4 October 2024

 

 

 

 

Steven McGhee

Director                        

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
- 4 -
Opinion

We have audited the financial statements of C3 Investments in Ayrshire College Education Holdco Limited (‘the parent company’) and its subsidiaries (‘the group’) for the year ended 31 March 2024, which comprise the Group Statement of Comprehensive Income, Group Statement of Financial Position, Company Statement of Financial Position, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•    Give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 2024 and of the     group’s loss for the year then ended;

•    Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•    Have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group or parent 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 auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 for the financial statements and the audit

As explained more fully in the Directors’ responsibilities statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or parent 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
- 6 -

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 group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

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

We assessed the susceptibility of the group’s and parent 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 and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

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

 

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
- 7 -

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

 

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jenny Junnier (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Chartered Accountants and Statutory Auditors
Aberdeen
4 October 2024
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
676,632
783,261
Cost of sales
(417,511)
(500,378)
Gross profit
259,121
282,883
Administrative expenses
(168,874)
(199,582)
Operating profit
90,247
83,301
Interest receivable and similar income
6
2,196,250
2,241,216
Interest payable and similar expenses
7
(2,011,849)
(2,081,373)
Profit before taxation
274,648
243,144
Tax on profit
8
(309,394)
(211,837)
(Loss)/profit for the financial year
17
(34,746)
31,307
(Loss)/profit for the financial year is attributable to:
- Owners of the parent company
(34,781)
31,276
- Non-controlling interests
35
31
(34,746)
31,307
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(34,781)
31,276
- Non-controlling interests
35
31
(34,746)
31,307

The notes on pages 14 to 25 form part of these financial statements.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors falling due within one year
11
1,549,833
1,503,980
Debtors falling due after more than one year
11
34,656,076
36,480,706
Cash at bank and in hand
1,357,683
1,099,279
37,563,592
39,083,965
Creditors: amounts falling due within one year
12
(2,350,806)
(2,456,379)
Net current assets
35,212,786
36,627,586
Creditors: amounts falling due after more than one year
13
(32,979,113)
(34,668,562)
Provisions for liabilities
Deferred tax liability
15
(1,189,139)
(879,744)
(1,189,139)
(879,744)
Net assets
1,044,534
1,079,280
Capital and reserves
Called up share capital
16
966
966
Profit and loss reserves
17
1,042,159
1,076,940
Equity attributable to owners of the parent company
1,043,125
1,077,906
Non-controlling interests
1,409
1,374
1,044,534
1,079,280

The notes on pages 14 to 25 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 4 October 2024 and are signed on its behalf by:
04 October 2024
Steven McGhee
Director
Company registration number SC473666 (Scotland)
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
965
965
Current assets
Debtors falling due within one year
11
418,771
514,045
Debtors falling due after more than one year
11
4,463,700
4,463,700
4,882,471
4,977,745
Creditors: amounts falling due within one year
12
(418,771)
(514,045)
Net current assets
4,463,700
4,463,700
Total assets less current liabilities
4,464,665
4,464,665
Creditors: amounts falling due after more than one year
13
(4,463,700)
(4,463,700)
Net assets
965
965
Capital and reserves
Called up share capital
16
965
965

The notes on pages 14 to 25 form part of these financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 4 October 2024 and are signed on its behalf by:
04 October 2024
Steven McGhee
Director
Company registration number SC473666 (Scotland)
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 1 April 2022
966
1,045,664
1,046,630
1,343
1,047,973
Year ended 31 March 2023:
Profit and total comprehensive income
-
31,276
31,276
31
31,307
Balance at 31 March 2023
966
1,076,940
1,077,906
1,374
1,079,280
Year ended 31 March 2024:
Loss and total comprehensive income
-
(34,781)
(34,781)
35
(34,746)
Balance at 31 March 2024
966
1,042,159
1,043,125
1,409
1,044,534

The notes on pages 14 to 25 form part of these financial statements.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
£
Balance at 1 April 2022
965
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
Balance at 31 March 2023
965
Year ended 31 March 2024:
Profit and total comprehensive income
-
Balance at 31 March 2024
965

The notes on pages 14 to 25 form part of these financial statements.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
18
1,634,052
1,841,265
Interest paid
(2,011,849)
(2,081,373)
Net cash outflow from operating activities
(377,797)
(240,108)
Investing activities
Interest received
2,196,250
2,241,216
Net cash generated from investing activities
2,196,250
2,241,216
Financing activities
Repayment of borrowings
(40,756)
(42,167)
Repayment of bank loans
(1,519,293)
(1,533,607)
Net cash used in financing activities
(1,560,049)
(1,575,774)
Net increase in cash and cash equivalents
258,404
425,334
Cash and cash equivalents at beginning of year
1,099,279
673,945
Cash and cash equivalents at end of year
1,357,683
1,099,279

The notes on pages 14 to 25 form part of these financial statements.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
1
Accounting policies
Company information

C3 Investments in Ayrshire College Education Holdco Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.

 

The group consists of C3 Investments in Ayrshire College Education Holdco Limited and all of its subsidiaries.

 

The principal activity of the Company and Group continued to be that of financing, operation and maintenance of a college on a single site campus under a Scottish Futures Trust Non Profit Distributing (NPD) program for the benefit of The Board of Management of Ayrshire College. The construction of the college commenced in June 2014, becoming operational on 30 September 2016. The contract is in the tenth year of it's term, expiring in May 2041.

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:

· Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and

disclosures;

· Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

· Section 33 ‘Related Party Disclosures’: Not to disclose transactions with wholly owned members of a group.

1.2
Basis of consolidation

The consolidated financial statements include the Company and all its subsidiary undertakings. Where subsidiary undertakings are acquired during the period their results are included in the consolidated financial statements from the date of acquisition up to the date of the financial period end.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.

 

Non-controlling interests

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.

The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern

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

 

The Company prepares cash flow forecasts covering the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the Directors have a reasonable expectation that the 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.

1.4
Turnover

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

1.5
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks.

The Company is obligated to keep cash reserves as at the balance sheet date in respect of requirements in the company's funding agreements. This restricted cash balance, which is shown within the "cash at bank and in hand" balance amounts to £610,733 (2023: 498,200).

 

1.7
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.8
Equity instruments

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

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10

Finance debtor

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

 

The Group accounts for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Group on the design and construction of the asset have been treated as a finance debtor within these financial statements.

1.11

Borrowings

Borrowings are recognised at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the life of the borrowings. Borrowings with maturities greater than twelve months after the reporting date are classified as non-current liabilities.

1.12

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in a settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.

 

Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recorded as part of the cost of an asset. When a provision is measured at present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a financial cost in profit or loss in the period it arises.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Key sources of estimation uncertainty

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

Service concession contract

Accounting for the service concession contract and finance debtors requires estimation of service margins, finance debtor interest rates and associated amortisation profile which is based on forecast results of the contract. These were forecast initially within the operating model at financial close and are closely monitored throughout the duration of the project.

 

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Rendering of services
676,632
783,261

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

4
Auditors' remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
18,095
16,990

Included in the fee above is £3,035 (2023: £2,850) for the audit of the Company.

5
Employees

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2023: nil). During the year, the Group paid £23,171 (2023: £19,740) to a third party for the services of a director of the subsidiary company. The directors did not receive any remuneration from the Company during the year (2023: nil).

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
48,155
-
0
Interest received on finance debtor
2,148,095
2,241,216
Total income
2,196,250
2,241,216
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,623,879
1,703,952
Interest payable to group undertakings
387,970
377,421
2,011,849
2,081,373
8
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
309,394
211,837

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
274,648
243,144
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
68,662
46,197
Tax effect of expenses that are not deductible in determining taxable profit
234,218
139,252
Adjustments in respect of prior years
6,514
-
0
Effect of change in corporation tax rate
-
26,388
Taxation charge
309,394
211,837
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
9
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
10
-
0
-
0
965
965
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 and 31 March 2024
965
Carrying amount
At 31 March 2024
965
At 31 March 2023
965
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
C3 Investments in Ayrshire College
Education Limited
Saltire Court, 20 Castle Street, Edinburgh, EH1 2EN
Ordinary
99.90
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)
£
£
C3 Investments in Ayrshire College
Education Limited
1,044,534
(34,746)

The carrying value of the investment is supported by the net assets of the subsidiary.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
11
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Amounts owed by group undertakings
-
0
-
0
418,771
514,045
Finance leases receivable
1,548,156
1,502,719
-
0
-
0
Other debtors
1,677
1,261
-
0
-
0
1,549,833
1,503,980
418,771
514,045
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
0
-
0
4,463,700
4,463,700
Finance leases receivable
34,656,076
36,480,706
-
0
-
0
34,656,076
36,480,706
4,463,700
4,463,700
Total debtors
36,205,909
37,984,686
4,882,471
4,977,745
12
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
14
1,420,416
1,519,300
-
0
-
0
Other borrowings
14
240,515
12,231
-
0
-
0
Trade creditors
9,587
5,223
-
0
-
0
Amounts owed to group undertakings
418,771
514,045
418,771
514,045
Other taxation and social security
137,694
130,215
-
0
-
0
Accruals and deferred income
123,823
275,365
-
0
-
0
2,350,806
2,456,379
418,771
514,045

Other borrowings relate to subordinated loan stock of £240,515 (2023: £12,231) (further details of which can be found in note 13). Group Loan stock balances are stated net of debt issue costs of £10,702 (2023: £12,231) whereas these costs do not relate to the Company. Amounts owed to group undertakings relate to accrued subordinated loan stock interest of £418,771 (2023: £514,045).

 

Interest is charged on the subordinated loan stock at a 9.4% per annum and is payable six monthly in March and September.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
13
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
14
28,938,928
30,359,337
-
0
-
0
Other borrowings
14
4,040,185
4,309,225
4,463,700
4,463,700
32,979,113
34,668,562
4,463,700
4,463,700
14
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
30,359,344
31,878,637
-
0
-
0
Loans from group undertakings
4,280,700
4,321,456
4,463,700
4,463,700
34,640,044
36,200,093
4,463,700
4,463,700
Payable within one year
1,660,931
1,531,531
-
0
-
0
Payable after one year
32,979,113
34,668,562
4,463,700
4,463,700

Bank loans comprise senior debt which is secured by floating charges over all the assets, rightsand undertakings of the Group. The bank loan is repayable by quarterly instalments. Thesecommenced in June 2016 and end in 2040. The loan bears an interest rate of 4.92% per annum. The Group's full amount of loan drawdown at 31 March 2024 is £30,930,344 (2023: £32,503,882). Issue costs of £571,000 (2023: £625,245) have been set off against total loan drawdowns.

 

Loans from group undertakings comprise subordinated debt from the parent company, being fixed 9.40% coupon unsecured loan notes. The loan notes are due for repayment on a semi-annual basis on 31 March and 30 September. The terms of the loan notes state that payments of interest and repayments of the loan principal are only to be made if sufficient funds are available to avoid a breach of covenants in the Company’s banking facilities and whilst the Group is not in the process of liquidation or other such winding-up proceedings. The amount of loan drawdown at 31 March 2024 was £4,463,700 (2023: £4,463,700). Group issue costs of £183,000 (2023: £142,243) have been set off against the group loan drawdowns. These costs do not apply to the Company balances.

 

Included within creditors: amounts falling due after more than one year is an amount of £26,389,238 (2023: £28,286,942) in respect of Group liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
15
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
1,308,220
1,237,217
Tax losses
(119,081)
(357,473)
1,189,139
879,744
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 April 2023
879,744
-
Charge to profit or loss
309,395
-
Liability at 31 March 2024
1,189,139
-
16
Share capital
Group and company
2024
2023
2024
2023
Issued and fully paid
Ordinary A shares of £1 each
965
965
965
965
Ordinary B shares of £1 each
1
1
-
-
966
966
965
965

The Company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings.

17
Reserves
Profit and loss reserves

 

Retained earnings records retained earnings and accumulated losses.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
18
Cash generated from group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(34,746)
31,307
Adjustments for:
Taxation charged
309,394
211,837
Finance costs
2,011,849
2,081,373
Investment income
(2,196,250)
(2,241,216)
Movements in working capital:
Decrease in debtors
1,778,777
1,460,459
(Decrease)/increase in creditors
(234,972)
297,505
Cash generated from operations
1,634,052
1,841,265
19
Analysis of changes in net debt - group
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
1,099,279
258,404
1,357,683
Borrowings excluding overdrafts
(36,200,093)
1,560,049
(34,640,044)
(35,100,814)
1,818,453
(33,282,361)
20
Related party transactions

Group

 

The Group has undertaken the following transactions with related parties during the year. C3 Investments in Ayrshire College Education Holdco Limited, a company who own 99.9% of the share capital of C3 Investments in Ayrshire College Education Limited, received £387,970 (2023: £377,421) in respect of interest on loan notes issued (see note 13). Accrued interest as at 31 March 2024 amounted to £418,771 (2023: £514,045). The Group paid £102,048 (2023: £94,754) to BIIF Bidco Limited and its subsidiaries for the provision of management services. A total of nil (2023: nil) was outstanding at the year end. The Directors have considered the provisions contained within section 33 of FRS 102 "Related Party Disclosures" and are satisfied that there are no further disclosures required.

 

Company

 

The Company is wholly owned by Ednaston Project Investments Limited, a company registered in England and Wales, 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.

21
Controlling party

The immediate parent undertaking is Ednaston Project Investments Limited, a company registered in England and Wales.

 

There is no ultimate controlling party

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