Company registration number SC294861 (Scotland)
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
John Hanley
Carl Dix
Sean Cook
John Cavill
David Davies
John George
Secretary
Infrastructure Managers Limited
Company number
SC294861
Registered office
2nd Floor, Drum Suite
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Bankers
Barclays Bank Plc
Market Place
Leicester
LE87 2BB
Solicitors
Dentons UK and Middle East LLP
9 Haymarket Square
Edinburgh
EH3 8RY
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their annual report and the audited financial statements of PPP Services (North Ayrshire) Holdings Limited ("the Company") for the year ended 31 December 2024.

Principal activities

The principal activity of the Company is the holding of an investment in PPP Services (North Ayrshire) Limited, whose principal activity is the provision of finance and facility management services for four schools to North Ayrshire Council, under the Government's Public Private Partnership (PPP) programme. The duration of the contract is 30 years until 2037.

Directors

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

John Hanley
Carl Dix
Sean Cook
John Cavill
David Davies
John George
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 independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditors

In the case of each director in office at the date the Directors' Report is approved:

 

Key performance indicators

In its role as a holding company there are no key performance indicators for the directors to monitor. However, from a group point of view the performance of the investment is assessed every six months by testing the cash resources against the bank lending covenants. The key indicator being the debt service cover ratio. The investment has been compliant with the covenants laid out in the Group loan agreement.

 

Climate Change

The directors recognise that it is important to disclose their view of the impact of climate change on the Company. As a holding company, the Company itself does not trade. The Company's subsidiary holds key operational contracts which are long-term and with a small number of known counterparties. In most cases, the cash flows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the Company's operations, including the operations of its subsidiary, 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.

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
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 27 March 2025 and signed by order of the board by:
Steve Cooper
For and on behalf of Infrastructure Managers Limited
Secretary
27 March 2025
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 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, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

They are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

 

The financial statements were approved and signed by the director and authorised for issue on 27 March 2025

 

 

 

 

Carl Dix

Director        

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
- 4 -
Report on the Audit of the Financial Statements
Opinion

In our opinion, PPP Services (North Ayrshire) Holdings Limited's financial statements:

 

 

We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the Statement of financial position as at 31 December 2024; the Statement of comprehensive income and the Statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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

 

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

 

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

 

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

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED (CONTINUED)
- 5 -

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

 

With respect to the Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

 

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

 

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' report.

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED (CONTINUED)
- 6 -

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Based on our understanding of the company and industry, we identified that the principal risks of non­-compliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

Other required reporting

 

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 

 

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: prepare financial statements in accordance with the small companies regime; take advantage of the small companies exemption in preparing the Directors' report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED (CONTINUED)
- 7 -
Paul Cheshire (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
27 March 2025
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Interest receivable and similar income
6
3,169,165
1,204,179
Interest payable and similar expenses
5
(1,078,165)
(1,069,179)
Profit before taxation
2,091,000
135,000
Taxation on profit
7
-
0
-
0
Profit for the financial year
2,091,000
135,000

All the activities of the company are from continuing operations.

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
8,049,342
8,049,342
Current assets
Debtors: amounts falling due within one year
11
226,835
226,835
Creditors: amounts falling due within one year
12
(226,835)
(226,835)
Net current assets
-
0
-
0
Total assets less current liabilities
8,049,342
8,049,342
Creditors: amounts falling due after more than one year
Loans and overdrafts
13
7,679,342
7,679,342
(7,679,342)
(7,679,342)
Net assets
370,000
370,000
Capital and reserves
Called up share capital
15
370,000
370,000
Total shareholders' funds
370,000
370,000

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 27 March 2025 and are signed on its behalf by:
Carl Dix
Director
Company registration number SC294861 (Scotland)
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Called up share capital
Profit and loss reserve
Total
Notes
£
£
£
Balance at 1 January 2023
370,000
-
0
370,000
Year ended 31 December 2023:
Profit for the financial year
-
135,000
135,000
Dividends
8
-
(135,000)
(135,000)
Balance at 31 December 2023
370,000
-
0
370,000
Year ended 31 December 2024:
Profit for the financial year
-
2,091,000
2,091,000
Dividends
8
-
(2,091,000)
(2,091,000)
Balance at 31 December 2024
370,000
-
0
370,000
PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

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

 

The principal activity of the Company is the holding of an investment in PPP Services (North Ayrshire) Limited, whose principal activity is the provision of finance and facility management services for four schools to North Ayrshire Council, under the Government's Public Private Partnership (PPP) programme. The duration of the contract is 30 years until 2037.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

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

 

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

1.2
Going concern

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

Cash flow forecasts are prepared for the underlying investment looking over the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the directors have made assumptions based upon their view of the current and future economic conditions, that will prevail over the forecast period.

 

The Company's cash flows are dependent on the performance of its investment. After reviewing the performance of the investment, which is done on a regular basis, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

 

In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments in equity and loans are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

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.

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.

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.

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.

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement 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.

2
Judgements and key sources of estimation uncertainty

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

 

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

Key sources of estimation uncertainty

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

Impairment of assets

The carrying value of those assets recorded in the Company's Statement of Financial Position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of Financial Position. Any reduction in value arising from such a review would be recorded in the Statement of Comprehensive Income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.

3
Auditors' remuneration

The audit fee of £2,770 (2023: £2,660) was borne by the subsidiary company PPP Services (North Ayrshire) Limited and was not recharged.

4
Employees

The average number of persons employed by the Company during the financial year amounted to nil (2023: nil). The directors are not employed by the Company and receive remuneration from another company for their services as directors of this entity and a number of fellow subsidiaries. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.

 

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
5
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
875,741
868,435
Other interest on financial liabilities
202,424
200,744
1,078,165
1,069,179

 

 

6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest receivable from group companies
1,078,165
1,069,179
Income from fixed asset investments
Income from shares in group undertakings
2,091,000
135,000
3,169,165
1,204,179
7
Taxation on profit

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

2024
2023
£
£
Profit before taxation
2,091,000
135,000
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
522,750
31,752
Tax effect of income not taxable in determining taxable profit
(522,750)
(31,752)
Taxation charge for the year
-
-

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

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
8
Dividends
2024
2023
2024
2023
Per share
Per share
Total
Total
£
£
£
£
Ordinary Shares
Interim paid
5.65
0.36
2,091,000
135,000

 

9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
10
370,000
370,000
Loans to subsidiaries
10
7,679,342
7,679,342
8,049,342
8,049,342
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 January 2024 & 31 December 2024
370,000
7,679,342
8,049,342
Carrying amount
At 31 December 2024
370,000
7,679,342
8,049,342
At 31 December 2023
370,000
7,679,342
8,049,342
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
PPP Services (North Ayrshire) Limited
Cannon Place, 78 Cannon Street, London. EC4N 6AF
Ordinary Shares
100.00
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by Group undertakings
226,835
226,835

The amounts owed by Group undertakings are trading balances are not interest bearing and are repayable on demand.

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
12
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to Group undertakings
184,251
184,251
Other creditors
42,584
42,584
226,835
226,835

The amounts owed to Group undertakings are trading balances are not interest bearing and are repayable on demand

13
Loans and overdrafts
2024
2023
£
£
Loans from Group undertakings
6,237,506
6,237,506
Other loans
1,441,836
1,441,836
7,679,342
7,679,342
Payable after one year
7,679,342
7,679,342

Loans from Group Undertakings relate to Fixed Rates Unsecured Loan Notes. The Fixed Rate Loan Notes are unsecured, bear interest at 14% per annum and are repayable in quarterly instalments commencing 15 July 2036 and ending in full by 15 April 2037.

14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
13
7,679,342
7,679,342
15
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
370,000
370,000
370,000
370,000

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

 

 

 

 

PPP SERVICES (NORTH AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
16
Related party transactions

Schools Capital Limited holds 50% of the shareholding and loan stock in PPP Services (North Ayrshire) Holdings Limited. During the year dividends of £1,045,500 (2023: £67,500), as well as £539,082 (2023: £534,590) of loan stock interest was paid to Schools Capital Limited. Unpaid loan stock interest as at 31 December 2024 due to Schools Capital Limited is £113,417 (2023: £113,417). The outstanding loan stock balance as at 31 December 2024 due to Schools Capital Limited is £3,839,671 (2023: £3,839,671).

 

Nord/LB Project Holding Limited holds a 20% shareholding in PPP Services (North Ayrshire) Holdings Limited. During the year dividends of £418,200 (2023: £27,000) was paid to Nord/LB Project Holding Limited.

 

Norddeutsche Landesbank Girozentrale holds 18.78% of loan stock balance in PPP Services (North Ayrshire) Holdings Limited. During the year £202,431 (2023: £200,744) of loan stock interest was paid to Norddeutsche Landesbank Girozentrale. Unpaid loan stock interest as at 31 December 2024 is £42,589 (2023: £42,589}. The outstanding loan stock balance as at 31 December 2024 due to Norddeutsche Landesbank Girozentrale is £1,441,836 (2023: £1,441,836).

 

PFI Infrastructure Finance Limited holds a 30% of the shareholding and 31.22% of the loan stock in PPP Services (North Ayrshire) Holdings Limited. During the year dividends of £627,300 (2023: £40,500), as well as £336,651 (2023: £333,846) of loan stock interest was paid to PFI infrastructure Finance Limited. Unpaid loan stock interest as at 31 December 2024 is £70,828 (2023: £70,828). The outstanding loan stock balance as at 31 December 2024 due to PFI Infrastructure Finance Limited is £2,397,835 (2023): £2,397,835).

 

PPP Services (North Ayrshire) Holdings Limited holds a 100% shareholding in PPP Services (North Ayrshire) Limited. During the year PPP Services (North Ayrshire) Limited has issued loan notes to PPP Services (North Ayrshire) Holdings Limited. The total amount of interest paid in the year end on this loan amounted to £1,078,165 (2023: £1,069,179). In addition, dividends of £2,091,000 (2023: £135,000) were paid in the year.

 

During the year Infrastructure Managers Limited, a fellow group company, provided management services to PPP Services (North Ayrshire) Limited.

 

17
Ultimate controlling party

The share capital of PPP Services (North Ayrshire) Holdings Limited is held in the proportions of: Schools Capital Limited 50%, PFI Infrastructure Finance Limited 30% and Nord/LB Project Holding Limited 20%.

Accordingly there is no overall parent company and no ultimate controlling party.

18
Auditors' liability limitation agreement

The directors have agreed with the company's auditors that the auditors' liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2024 should be limited to the greater of £5 million or 5 times the auditors' fees, and that in any event the auditor's liability for damages should be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditors, the company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 28 November 2024.

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