Company registration number SC300470 (Scotland)
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Sean Cook
John Cavill
David Davies
John George
John Hanley
Carl Dix
Secretary
Infrastructure Managers Limited
Company number
SC300470
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
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of income and retained earnings
8
Statement of financial position
9
Notes to the financial statements
10 - 16
FCC (EAST 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 FCC (East 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 FCC (East Ayrshire) Limited, a company whose principal activities are the finance, operation and maintenance of four schools in East Ayrshire council. The concession commenced in 2007 and runs for 30 years until 2038.

Results and dividends

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

 

The profit for the financial year, after taxation, amounted to £1,809,000 (2023: profit of £nil).

 

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 £1,809,000 (2023: £nil). The directors do not recommend payment of a further dividend.

Directors

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

Sean Cook
John Cavill
David Davies
John George
John Hanley
Carl Dix
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:

 

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
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.

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
FCC (EAST 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        

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

In our opinion, FCC (East 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 and the Statement of income and retained earnings 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.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF FCC (EAST 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.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF FCC (EAST 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.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF FCC (EAST AYRSHIRE) HOLDINGS LIMITED (CONTINUED)
- 7 -

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: 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.

Paul Cheshire (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
27 March 2025
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Interest receivable and similar income
5
2,488,973
689,151
Interest payable and similar expenses
6
(679,973)
(689,151)
Profit/result before taxation
1,809,000
-
0
Taxation on profit
7
-
0
-
0
Profit/result for the financial year
1,809,000
-
0
Retained earnings brought forward
-
0
-
0
Dividends
8
(1,809,000)
-
0
Retained earnings carried forward
-
-

All of the activities of the company are from continuing operations.

The notes on pages 10 to 16 form part of these financial statements.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
7,426,477
7,640,097
Current assets
Debtors: amounts falling due within one year
11
169,154
172,181
Creditors: amounts falling due within one year
12
(379,570)
(384,468)
Net current liabilities
(210,416)
(212,287)
Total assets less current liabilities
7,216,061
7,427,810
Creditors: amounts falling due after more than one year
13
(7,166,061)
(7,377,810)
Net assets
50,000
50,000
Capital and reserves
Called up share capital
15
50,000
50,000

The notes on pages 10 to 16 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

 

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 SC300470 (Scotland)
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information

FCC (East Ayrshire) Holdings Limited ("the Company") is a private company limited by shares and is incorporated and domiciled in Scotland. The address of its registered office is located at Drum Suite, Saltire Court, 20 Castle Street, Edinburgh, EH1 2EN.

 

The principal activity of the Company is the holding of an investment in FCC (East Ayrshire) Limited, a company whose principal activities are the finance, operation and maintenance to East Ayrshire council in relation to four schools.

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

1.2
Going concern

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.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -

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.

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
Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

 

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

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.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.6
Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

 

Current or deferred taxation assets and liabilities are not discounted.

 

Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

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, 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 FCC (East Ayrshire) Limited and was not recharged.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
4
Employees

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

 

5
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest receivable from group companies
679,973
689,151
Income from fixed asset investments
Income from shares in group undertakings
1,809,000
-
0
2,488,973
689,151
6
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest
679,973
689,151

Interest on the subordinated loan notes issued by the Company, which was included in "Interest payable to group undertakings" in the prior year is now described in note 6 as "Other interest".

7
Taxation on profit

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

2024
2023
£
£
Profit before taxation
1,809,000
-
0
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
452,250
-
0
Tax effect of income not taxable in determining taxable profit
(452,250)
-
0
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%.

FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
8
Dividends
2024
2023
2024
2023
Per share
Per share
Total
Total
£
£
£
£
Ordinary Shares
Final paid
36.18
-
0
1,809,000
-
0

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

9
Fixed asset investments
2024
2023
Notes
£
£
Loans to subsidiaries
10
7,376,477
7,590,097
Investments in joint ventures
50,000
50,000
7,426,477
7,640,097
Movements in fixed asset investments
Shares in joint ventures
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 January 2024
50,000
7,590,097
7,640,097
Repayments
-
(213,620)
(213,620)
At 31 December 2024
50,000
7,376,477
7,426,477
Carrying amount
At 31 December 2024
50,000
7,376,477
7,426,477
At 31 December 2023
50,000
7,590,097
7,640,097
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
FCC (East Ayrshire) Limited
Drum Suite, 2nd Floor, Saltire Court, 20 Castle Street, Edinburgh, EH1 2EN.
Ordinary
100.00
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
169,154
172,181
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Debtors
(Continued)
- 15 -

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

12
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Other borrowings
14
210,416
212,287
Other creditors
169,154
172,181
379,570
384,468

Accrued interest on the unsecured loan referred to above, which was included in "Amounts owed to Group undertakings" in the prior year is now described in note 12 as "Other borrowings".

13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
14
7,166,061
7,377,810

The subordinated loan notes issued by the Company, which was included in "Amounts owed to Group undertakings" in the prior year is now described in note 13 as "Other borrowings".

 

14
Loans and overdrafts
2024
2023
£
£
Loans from related parties
7,376,477
7,590,097
Payable within one year
210,416
212,287
Payable after one year
7,166,061
7,377,810

Other borrowings in Note 12 and 13 relate to loans from related parties - On 31 March 2011, the Company issued a £8,445,000 fixed rate unsecured loan stock bearing investment sum to its immediate parent FCC Services (East Ayrshire) Holdings Limited. The investment bears a rate of 9% per annum and principal repayments commenced on 31 March 2011 and will be repaid in full by September 2037. The rate on the principal amount accrues daily and is payable in cash on 30 September and 31 March each year. The investment sum was advanced under a subordinated loan agreement and is therefore unsecured and would rank alongside ordinary creditors in the event of a winding up.

15
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
50,000
50,000
50,000
50,000
FCC (EAST AYRSHIRE) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Called up share capital
(Continued)
- 16 -

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

16
Ultimate controlling party

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

 

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

17
Related party transactions

Schools Capital Limited holds a 50% shareholding in FCC (East Ayrshire) Holdings Limited. Schools Capital Limited received £339,986 (2023: £344,576) of loan stock interest in the year, as well as dividends of £904,500 (2023: £nil). Unpaid loan stock interest as at 31 December 2024 due to Schools Capital Limited is £84,577 (2023: £87,515). The outstanding loan stock balance as at 31 December 2024 due to Schools Capital Limited is £3,667,607 (2023: £3,774,995).

 

Nord/LB Project Holding Limited holds a 30% shareholding in FCC (East Ayrshire) Holdings Limited. During the year dividends of £542,700 (2023: £nil) were paid to Nord/LB Project Holding Limited.

 

Norddeutsche Landesbank Gironzentrale holds 30% of the loan stock. During the year loan stock interest of £203,992 (2023: £206,745) was paid to Norddeutsche Landesbank Gironzentrale. Unpaid loan stock interest as at 31 December 2024 due to Norddeutsche Landesbank Gironzentrale is £50,746 (2023: £51,654). The outstanding loan stock balance as at 31 December 2024 due to Norddeutsche Landesbank Gironzentrale amounts to £2,200,564 (2023: £2,264,997).

 

PFI Infrastructure Finance Limited holds a 20% shareholding in FCC (East Ayrshire) Holdings Limited. During the year £135,995 (2023: £137,830) of loan stock interest was paid to PFI Infrastructure Finance Ltd, as well as dividends of £361,800 (2023: £nil). Unpaid loan stock interest as at 31 December 2024 due to PFI Infrastructure Finance Limited is £33,436 (2023: £34,436). The outstanding loan stock balance as at 31 December 2024 due to PFI Infrastructure Finance Limited is £1,467,043 (2023: £1,509,998).

 

FCC (East Ayrshire) Holdings Limited received loan stock interest from FCC (East Ayrshire) Limited of £689,151 in the year to 31 December 2024 (2023: £689,151). As at 31 December 2024 £169,154 (2023: £172,181) of loan stock interest was outstanding. In addition, dividends of £1,809,000 (2023: £nil) were received in the year.

 

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

18
Auditors' liability limitation agreement

The directors have agreed with the company's auditors that the auditor's 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 auditor's 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 auditor, 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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