Company registration number SC467517 (Scotland)
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
COMPANY INFORMATION
Directors
Matthew Templeton
Barry White
Steven McGhee
Secretary
Infrastructure Managers Limited
Company number
SC467517
Registered office
2nd Floor, Drum Suite
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
Independent Auditors
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 UK and Middle East LLP
9 Haymarket Square
Edinburgh
EH3 8RY
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their annual report and the financial statements of C3 Investments in Ayrshire College Education Limited ("the Company") for the year ended 31 March 2024.

Principal activities

The principal activity of the company 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 loss for the financial year, after taxation, amounted to £34,745 (2023: profit of £31,307).

 

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 approval of the financial statements were as follows:

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

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

Auditors

The auditors, Johnston Carmichael 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.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION 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 Company's business, the financial risks the directors consider relevant to this Company 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 Company are to ensure that financial risks are mitigated by the use of financial instruments. The Company 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 Company's liquidity risk is principally managed through financing the Company 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:
James Cornock
For and on behalf of Infrastructure Managers Limited
Secretary
4 October 2024
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION 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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:

 

 

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 LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Opinion

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

In our opinion the financial statements:

•    Give a true and fair view of the state of the company’s affairs as at 31 March 2024 and of its 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 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 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 LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 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 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 the directors for the financial statements

As explained more fully in the Directors’ responsibilities statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 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 company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

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

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

 

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

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
FOR THE YEAR ENDED 31 MARCH 2024
- 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 company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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 LIMITED
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
(34,746)
31,307

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

The notes on pages 11 to 19 form part of these financial statements.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors: amounts falling due within one year
9
1,549,833
1,503,980
Debtors: amounts falling due after one year
9
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
10
(2,350,806)
(2,456,379)
Net current assets
35,212,786
36,627,586
Creditors: amounts falling due after more than one year
11
(32,979,113)
(34,668,562)
Provisions for liabilities
Deferred taxation
13
(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
14
966
966
Profit and loss reserve
15
1,043,568
1,078,314
Total shareholders' funds
1,044,534
1,079,280

The notes on pages 11 to 19 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:
Steven McGhee
Director
Company registration number SC467517 (Scotland)
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
Called up share capital
Profit and loss reserve
Total
£
£
£
Balance at 1 April 2022
966
1,047,007
1,047,973
Year ended 31 March 2023:
Profit and total comprehensive income for the financial year
-
31,307
31,307
Balance at 31 March 2023
966
1,078,314
1,079,280
Year ended 31 March 2024:
Loss and total comprehensive income for the financial year
-
(34,746)
(34,746)
Balance at 31 March 2024
966
1,043,568
1,044,534

The notes on pages 11 to 19 form part of these financial statements.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
1
Accounting policies
Company information

C3 Investments in Ayrshire College Education Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered in Scotland. The registered office is located at 2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.

 

The principal activity of the company 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:

 

 

1.2
Going concern

The financial statements are prepared on a going concern basis which the directors believe to betrue 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.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Turnover

Turnover represents the services' share of the management services income received by the Company for the provision of a PFI (Private Finance Initiative) 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 the finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

 

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).

1.5
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors , cash and bank balances, are initially measured at transaction price including transaction costs and debtors 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 instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.

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.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets

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

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including Creditors, bank loans, loans from fellow group 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 at each reporting date. The fair values of the derivatives have been calculated by discounting the fixed cash flows at forecasted forward interest rates over the term of the financial instrument. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
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.

1.7
Taxation

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

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statment Of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 Statment Of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Finance debtor

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

 

The Company 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 Company on the design and construction of the asset have been treated as a finance debtor within these financial statements.

1.9

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.

1.10

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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
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:

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 opening model at financial close and are closely monitored throughout the duration of the project.

3
Turnover
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 Company wholly undertaken in the United Kingdom.

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

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

5
Employees

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

 

During the year the Company paid £23,171 (2023: £19,740) to a third party for the services of a director of the company.

C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
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
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 on profit
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
-
0
26,388
Taxation charge for the year
309,394
211,837
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Finance debtor
1,548,156
1,502,719
Other debtors
1,677
1,261
1,549,833
1,503,980
2024
2023
Amounts falling due after more than one year:
£
£
Finance debtor
34,656,076
36,480,706
Total debtors
36,205,909
37,984,686
10
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
12
1,420,416
1,519,300
Other borrowings
12
240,515
12,231
Trade creditors
9,587
5,223
Amounts owed to group undertakings
418,771
514,045
Taxation and social security
137,694
130,215
Accruals and deferred income
123,823
275,365
2,350,806
2,456,379

Other borrowings relate to subordinated loan stock of £240,515 (2023: £12,231) (further details of which can be found in note 12). Loan stock balances are stated net of debt issue costs of £10,702 (2023: £12,231). 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 a payable six monthly in March and September.

11
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans
12
28,938,928
30,359,337
Other borrowings
12
4,040,185
4,309,225
32,979,113
34,668,562
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
12
Loans and overdrafts
2024
2023
£
£
Bank loans
30,359,344
31,878,637
Loans from group undertakings
4,280,700
4,321,456
34,640,044
36,200,093
Payable within one year
1,660,931
1,531,531
Payable after one year
32,979,113
34,668,562

Bank loans comprise senior debt which is secured by floating charges over all the assets, rights and undertakings of the Company. The bank loan is repayable by quarterly instalments. These commenced in June 2016 and end in 2040. The loan bears an interest rate of 4.92% per annum. The 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 represents subordinated debt from the parent company, being 9.40% fixed coupon unsecured loan notes. Providing certain defaults are not made by the Company, 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 Company is not in the process of liquidation or other such winding-up proceedings. The full amount of loan drawdown at 31 March 2024 is £4,463,700 (2023: £4,463,700). At 31 March 2024 the loan balance of £4,463,700 was constituted of £3,892,835 of contractual loan balances and £570,865 deferred balances (2023: £3,990,631 and £473,069 respectively). Issue costs of £183,000 (2023: £142,243) have been set off against total loan drawdowns.

 

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 liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

13
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
1,308,220
1,237,217
Tax losses
(119,081)
(357,473)
1,189,139
879,744
C3 INVESTMENTS IN AYRSHIRE COLLEGE EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Deferred taxation
(Continued)
- 19 -
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
14
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
965
965
965
965
Ordinary B shares of £1 each
1
1
1
1
966
966
966
966

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

15
Profit and loss reserve

Retained earnings records retained earnings and accumulated losses.

16
Related party transactions

The company 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 Company's share capital received £387,970 (2023: £377,421) in respect of interest on loan notes issued (see note 12). Accrued interest as at 31 March 2024 amounted to £418,771 (2023: £514,045).

 

The Company 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.

17
Ultimate controlling party

The Company's immediate parent company is C3 Investments in Ayrshire College Education Holdco Limited, a company registered in Scotland. Copies of the financial statements can be obtained from the Company Secretary at 2nd Floor Drum Suite, Saltire Court, 20 Castle Street, Edinburgh, EH2 1DF.

The ultimate parent company is Ednaston Project Investments Limited which is registered in England and Wales. There is no ultimate controlling party.

2024-03-312023-04-01falseCCH SoftwareCCH Accounts Production 2023.300Matthew TempletonBarry WhiteSteven McGheePeter JohnstoneInfrastructure Managers Limitedfalse0SC4675172023-04-012024-03-31SC467517bus:Director12023-04-012024-03-31SC467517bus:Director22023-04-012024-03-31SC467517bus:Director32023-04-012024-03-31SC467517bus:CompanySecretaryDirector12023-04-012024-03-31SC467517bus:Director42023-04-012024-03-31SC467517bus:CompanySecretary12023-04-012024-03-31SC467517bus:RegisteredOffice2023-04-012024-03-31SC467517bus:Agent12023-04-012024-03-31SC4675172024-03-31SC4675172022-04-012023-03-31SC467517core:RetainedEarningsAccumulatedLosses2022-04-012023-03-31SC467517core:RetainedEarningsAccumulatedLosses2023-04-012024-03-31SC467517core:WithinOneYear2024-03-31SC467517core:WithinOneYear2023-03-31SC467517core:Non-currentFinancialInstrumentscore:AfterOneYear2024-03-31SC467517core:Non-currentFinancialInstrumentscore:AfterOneYear2023-03-31SC467517core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-31SC467517core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-31SC4675172023-03-31SC467517core:ShareCapital2024-03-31SC467517core:ShareCapital2023-03-31SC467517core:RetainedEarningsAccumulatedLosses2024-03-31SC467517core:RetainedEarningsAccumulatedLosses2023-03-31SC467517core:ShareCapital2022-03-31SC467517core:RetainedEarningsAccumulatedLosses2022-03-31SC467517core:ShareCapitalOrdinaryShares2024-03-31SC467517core:ShareCapitalOrdinaryShares2023-03-31SC467517core:UKTax2023-04-012024-03-31SC467517core:UKTax2022-04-012023-03-31SC467517core:CurrentFinancialInstruments2024-03-31SC467517core:CurrentFinancialInstruments2023-03-31SC467517core:Non-currentFinancialInstruments2024-03-31SC467517core:Non-currentFinancialInstruments2023-03-31SC467517bus:PrivateLimitedCompanyLtd2023-04-012024-03-31SC467517bus:FRS1022023-04-012024-03-31SC467517bus:Audited2023-04-012024-03-31SC467517bus:FullAccounts2023-04-012024-03-31xbrli:purexbrli:sharesiso4217:GBP