Company registration number SC291034 (Scotland)
STIRLING GATEWAY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
STIRLING GATEWAY LIMITED
COMPANY INFORMATION
Directors
David Spiller
Stewart Small
Carl Dix
Josh Bond
Claire McInally
Secretary
Infrastructure Managers Limited
Company number
SC291034
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
Royal Bank of Scotland Plc
PO Box 412
62/63 Threadneedle Street
London
EC2R 8LA
Solicitors
Dentons UKMEA LLP
1 George Square
Glasgow
G2 1AL
STIRLING GATEWAY 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 - 21
STIRLING GATEWAY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their annual report and the audited financial statements of Stirling Gateway Limited ("the Company") for the year ended 31 March 2025.

Principal activities

The principal activity of the Company is the provision and facilities management services of five schools and a community campus to Stirling Council under the Government's Public Private Partnership (PPP) programme. The duration of the contract is 33 years. The construction phase is complete and the 31 year service delivery period ends on the 13 August 2039.

Results and dividends

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

 

The profit for the financial year, after taxation, amounted to £1,495,784 (2024: profit of £1,925,716).

 

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 (2024: £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:

Kirsty O'Brien
(Resigned 13 November 2024)
John Cavill
(Resigned 8 May 2024)
David Spiller
Stewart Small
Carl Dix
Alison Groat
(Resigned 6 February 2025)
Josh Bond
(Appointed 8 May 2024)
Glenn Pearce
(Appointed 13 November 2024 and resigned 7 August 2025)
Claire McInally
(Appointed 6 February 2025)
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.

Financial instruments

Many of the cash flow risks are addressed by means of contractual provisions. The Company's liquidity risk is principally managed through the Company by means of long term borrowings.

The financial risk management objectives of the Company are to ensure that financial risks are mitigated by the use of financial instruments. The Company uses interest rate swaps to reduce its exposure to interest rate movements. Financial instruments are not used for speculative purposes.

Auditors

The independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

STIRLING GATEWAY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Statement of disclosure to auditors

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

 

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 loan agreement.

 

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 14 August 2025 and signed by order of the board by:
Chris Richardson
For and on behalf of Infrastructure Managers Limited
Secretary
14 August 2025
STIRLING GATEWAY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

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

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" Section 1A, 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 the financial statements, the directors are required to:

 

The directors 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 14 August 2025

 

 

 

 

Carl Dix

Director        

STIRLING GATEWAY LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF STIRLING GATEWAY LIMITED
- 4 -
Report on the Audit of the Financial Statements
Opinion

In our opinion, Stirling Gateway 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 March 2025; 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.

STIRLING GATEWAY LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF STIRLING GATEWAY 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 March 2025 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.

STIRLING GATEWAY LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF STIRLING GATEWAY 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.

STIRLING GATEWAY LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF STIRLING GATEWAY 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 the 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.

Kelly Macfarlane (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
14 August 2025
STIRLING GATEWAY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
8,324,095
7,971,350
Cost of sales
(6,789,693)
(5,850,883)
Gross profit
1,534,402
2,120,467
Administrative expenses
(906,882)
(876,251)
Other operating income
1,166,210
1,166,210
Operating profit
4
1,793,730
2,410,426
Interest receivable and similar income
6
4,600,129
4,662,377
Interest payable and similar expenses
7
(4,399,480)
(4,505,182)
Profit before taxation
1,994,379
2,567,621
Taxation on profit
8
(498,595)
(641,905)
Profit for the financial year
1,495,784
1,925,716
Other comprehensive income
Fair value gain on cash flow hedging instruments, net of tax
3,257,451
1,896,765
Total comprehensive income for the year
4,753,235
3,822,481

All the activities of the company are from continuing operations.

The notes on pages 11 to 21 form part of these financial statements.

STIRLING GATEWAY LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors: amounts falling due within one year
9
6,137,468
5,646,040
Debtors: amounts falling due after more than one year
9
82,632,950
87,128,366
Investments
10
11,322,613
-
0
Cash at bank and in hand
2,004,325
11,784,250
102,097,356
104,558,656
Creditors: amounts falling due within one year
11
(6,901,372)
(6,914,779)
Net current assets
95,195,984
97,643,877
Creditors: amounts falling due after more than one year
12
(97,230,468)
(104,431,596)
Net liabilities
(2,034,484)
(6,787,719)
Capital and reserves
Called up share capital
16
50,000
50,000
Hedging reserve
(14,505,259)
(17,762,710)
Profit and loss reserve
12,420,775
10,924,991
Total shareholders' deficit
(2,034,484)
(6,787,719)

The notes on pages 11 to 21 form part of these financial statements.

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 14 August 2025 and are signed on its behalf by:
Carl Dix
Director
Company registration number SC291034 (Scotland)
STIRLING GATEWAY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Called up share capital
Hedging reserve
Profit and loss reserve
Total
£
£
£
£
Balance at 1 April 2023
50,000
(19,659,475)
8,999,275
(10,610,200)
Year ended 31 March 2024:
Profit for the financial year
-
-
1,925,716
1,925,716
Other comprehensive income:
Fair value movements on cash flow hedging instruments, net of tax
-
1,896,765
-
1,896,765
Total comprehensive income for the year
-
1,896,765
1,925,716
3,822,481
Balance at 31 March 2024
50,000
(17,762,710)
10,924,991
(6,787,719)
Year ended 31 March 2025:
Profit for the financial year
-
-
1,495,784
1,495,784
Other comprehensive income:
Fair value movements on cash flow hedging instruments, net of tax
-
3,257,451
-
3,257,451
Total comprehensive income for the year
-
3,257,451
1,495,784
4,753,235
Balance at 31 March 2025
50,000
(14,505,259)
12,420,775
(2,034,484)
Included in the fair value movement on cash flow hedging instrument is £(247,569) (2024: £(260,142)) that was recycled through Interest Payable in the Statement of Comprehensive Income.

The notes on pages 11 to 21 form part of these financial statements.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information

Stirling Gateway 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 is the provision and facilities management services of five schools and a community campus to Stirling Council under the Government's Public Private Partnership (PPP) programme. The duration of the contract is 33 years. The construction phase is complete and the 31 year service delivery period ends on the 13 August 2039.

1.1
Accounting convention

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

The 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', which states that a small company is not required to prepare a cash flow statement.

1.2
Going concern

The financial statements are prepared on a going concern basis notwithstanding net liabilities of £2,034,483 (2024: £6,787,719) which the directors believe to be appropriate for the following reasons.true

 

The directors acknowledge that the Company is in net liabilities, however this is a result of the interest rate and RPI swaps being included on the Statement of Financial Position. It is not the Company's intention to close these instruments before their maturity date in March 2038, therefore there is no impact on the Company's ability to meet its liabilities as they fall due.

 

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

 

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

1.3
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.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
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 £nil (2024: £10,143,608).

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.

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.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
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
Hedge accounting

The Company has entered into an arrangement with third parties that is designed to hedge future cash flows arising on variable rate interest loan arrangements, with the net effect of exchanging the cash flows arising under those arrangements for a stream of fixed interest cash flows ("interest rate swaps").

 

To qualify for hedge accounting, documentation is prepared specifying the hedging strategy, the component transactions and methodology used for effectiveness measurement. Changes in the carrying value of financial instruments that are designated and effective as hedges of future cash flows ("cash flow hedges") are recognised directly in a hedging reserve in equity and any ineffective portion is recognised immediately in the Statement of comprehensive income. Amounts deferred in equity in respect of cash flow hedges are subsequently recognised in the Statement of comprehensive income in the same period in which the hedged item affects net profit or loss or the hedging relationship is terminated and the underlying position being hedged has been extinguished.

 

As described in note 13, the Company's, borrowings and hedge agreements are linked to SONIA.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the Statement of comprehensive income immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.8
Taxation

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

Current tax

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

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 Statement 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.

1.9
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.

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.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 15 -
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:

Fair value of derivative contracts

Fair values for derivative contracts are based on mark-to-market valuations provided by the contract counterparty. Whilst these can be tested for reasonableness, the exact valuation methodology and forecast assumptions for future interest rates or inflation rates are specific to the counterparty.

Service concession contract

Accounting for the service concession contract and finance debtor requires estimation of service margin, finance debtor interest rates and associated amortisation profile which is based on projected trading results to the end of the contract.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Rendering of services
8,324,095
7,971,350

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

4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditors for the audit of the company's financial statements
13,240
12,730

Included in the fee above is £2,690 (2024: £2,420) for the audit of the immediate parent entity Stirling Gateway Holdings Limited.

5
Employees

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2024: 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 subsidiaries.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
419,672
330,415
Interest received on finance debtor
4,180,457
4,331,915
Other interest income
-
47
4,600,129
4,662,377

Other interest income included in the prior year relates to interest received from HMRC.

7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
3,470,820
3,560,765
Interest payable to group undertakings
896,643
908,764
Other interest on financial liabilities
32,017
35,653
4,399,480
4,505,182
8
Taxation on profit
2025
2024
£
£
Current tax
UK corporation tax on profits for the current year
498,435
640,307
Deferred tax
Origination and reversal of timing differences
160
1,598
Total taxation charge
498,595
641,905

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:

2025
2024
£
£
Profit before taxation
1,994,379
2,567,621
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
498,595
641,905
Taxation charge in the financial statements
498,595
641,905
STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
9
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,656,438
2,394,751
Finance debtor
3,409,440
3,186,392
Prepayments and accrued income
71,590
64,897
6,137,468
5,646,040
2025
2024
Amounts falling due after more than one year:
£
£
Finance debtor
77,796,425
81,205,865
Deferred tax asset (note 14)
4,836,525
5,922,501
82,632,950
87,128,366
Total debtors
88,770,418
92,774,406
10
Current asset investments
2025
2024
£
£
Short term deposits
11,322,613
-
0

Current asset investments are made up of amounts placed on bank deposit to generate interest income, maturing on 26 September 2025 and achieving rates of 3.64%. On maturity these will generate interest on bank deposits of £209,248.

11
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
13
1,680,672
1,767,502
Trade creditors
845,131
681,150
Amounts owed to Group undertakings
509,655
446,672
Corporation tax
256,308
438,634
Other taxation and social security
524,202
541,010
Other creditors
1,260,969
1,260,969
Accruals and deferred income
1,824,435
1,778,842
6,901,372
6,914,779

Amounts owed to group undertakings relate to subordinated debt interest.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
12
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans
13
56,671,069
58,362,719
Other borrowings
13
6,617,370
6,617,370
Derivative financial instruments
19,340,345
23,683,613
Other creditors
14,601,684
15,767,894
97,230,468
104,431,596

Other creditors relates to capital contributions received at the end of the construction phase. This amount will be released on a straight line basis over the remainder of the concession.

Amounts included above which fall due after five years are as follows:
Payable by instalments
47,095,952
50,011,160
Payable other than by instalments
6,617,370
6,617,370
53,713,322
56,628,530
13
Loans and overdrafts
2025
2024
£
£
Bank loans
58,351,741
60,130,221
Loans from Group undertakings
6,617,370
6,617,370
64,969,111
66,747,591
Payable within one year
1,680,672
1,767,502
Payable after one year
63,288,439
64,980,089

The bank loan is secured by a floating charge over the of the Company. The loan is repayable under an instalment scheme, the final repayment is due on 31 December 2037.

 

The loan bears interest based on SONIA however the Company has an interest rate swap arrangement receiving SONIA and paying interest fixed at 4.845% for part of the loan drawn. The full amount of loan drawdowns at 31 March 2025 is £58,518,965 (2024: £60,329,463). Issue costs of £167,224 (2024: £199,242) have been set off against the total loan drawdowns.

 

Loans from group undertakings are unsecured and bear interest at 13.5% with the principal repayable on 30 June 2039.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
14
Deferred taxation

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

Assets
Assets
2025
2024
Balances:
£
£
Derivative financial instruments
4,835,086
5,920,903
Short term timing differences
1,439
1,598
4,836,525
5,922,501
2025
Movements in the year:
£
Asset at 1 April 2024
(5,922,501)
Charge to profit or loss
160
Charge to other comprehensive income
1,085,816
Asset at 31 March 2025
(4,836,525)

 

The net deferred tax asset expected to reverse in 2026 is £1,278 (2025: £1,215). This primarily relates to the reversal of short term timing differences.

15
Financial instruments
2025
2024
£
£
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
19,340,345
23,683,613

The fair values of the interest rate and RPI swap have been calculated by discounting the fixed cash flows at forecasted forward interest and RPI rates over the term of the financial instrument. The bank borrowing and finance debtor are both held at amortised cost.

STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
15
Financial instruments
(Continued)
- 20 -
Hedging arrangements

Derivatives are financial instruments that derive their value from the price of an underlying item, such as interest rates or other indices. The Company's use of derivative financial instruments is described below.

 

Interest rate swaps

The Company has entered into interest rate swaps with third parties for the same notional amount as all of the Company's variable rate borrowings with banks which has the commercial effect of swapping the variable rate interest coupon on those loans for a fixed rate coupon. The bank loans and related interest rate swaps amortise at the same rate over the life of the loan/swap arrangements. The interest rate swaps were entered into on 31 March 2008 and expire on 31 March 2038.

 

The Directors believe that the hedging relationship between the interest rate swaps and related variable rate bank loans is highly effective and as a consequence have concluded that these derivatives meet the definition of a cash flow hedge and have formally designated them as such.

 

RPI swaps

The Company has entered into arrangements with third parties for the purpose of exchanging the vast majority of variable cash inflows arising from the operation of the Company's service concession asset in exchange for a pre-determined stream of cash inflows from these third parties. These arrangements meet the definition to be classified as derivative financial instruments. The Company entered into these derivative arrangements on 1 September 2008 and expire on 1 September 2038.

 

Under the terms of the project agreements, the Company is permitted to charge its principal customer, Stirling Council an agreed amount for the services it provides. This amount is uplifted each year commencing 1 April using the current RPIX for January against the base date RPIX. These derivative arrangements (RPI swaps) have the effect of exchanging variable cash inflows (impacted by changes in RPI) in exchange for a known and predetermined stream of cash flows expected to arise over the same period.

The Directors believe that the use of these RPI swaps is consistent with the Company's risk management objective and strategy for undertaking these hedges. The vast majority of the Company's cash outflows relate to borrowings (after interest rate swaps - see above) that carry a fixed coupon so that both the principal repayments, and coupon payments (after interest rate swaps - see above) are predetermined. The purpose of these hedges is to generate highly certain cash inflows so that the Company can meet its obligations under the terms of its borrowing arrangements.

 

The Directors believe that the hedging relationship is highly effective and that the forecast cash inflows are highly probable and as a consequence have concluded that the RPI swap derivatives meet the definition of a cash flow hedge and have formally designated them as such.

 

Carrying value of all derivative financial instruments

All of the Company's derivative financial instruments are carried at fair value. The net carrying value of all derivative financial instruments at 31 March 2025 amounted to a liability of £19,340,345 (2024: £23,683,613) comprising liabilities of £1,806,530 for RPI swaps (2024: £4,120,369 ) and liabilities of £17,533,815 for interest rate swaps (2024: £19,563,244). All of the movements during the year in the fair value of these derivative financial instruments have been recorded in the cash flow hedge reserve amounting to a credit of £4,343,268 (2024: £2,529,020).

16
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
50,000
50,000
50,000
50,000
STIRLING GATEWAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
16
Called up share capital
(Continued)
- 21 -

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

17
Related party transactions

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

PFI Infrastructure Finance Limited holds a 50% shareholding in Stirling Gateway HC Limited.

 

Equitix MA 1 Infrastructure Ltd holds a 12.5% shareholding in Stirling Gateway HC Limited.

 

Equitix Fund IV LP holds a 12.5% shareholding in Stirling Gateway HC Limited.

 

Forth Limited holds a 12.5% shareholding in Stirling Gateway HC Limited. OCS Technical Services Limited a related group entity of Forth Limited is contracted to provide facilities management services and received £8,473,167 (2024: £7,348,462) for work done in the year. As at 31 March 2025 Stirling Gateway Limited had an outstanding balance owing to OCS Technical Services Limited of £810,722 (2024: £260,874) which was settled in April 2025.

 

Gateway PFI Limited holds a 12.5% shareholding in Stirling Gateway HC Limited. During the year £240,732 (2024: £228,157) was paid to Gateway PFI Limited for the provision of financial administration and general management services to the Company. As at 31 March 2025 Stirling Gateway Limited had an outstanding balance owing to Gateway PFI Limited of £4,140 (2024: £nil). D Spiller, Director of the Company is also a Director of Gateway PFI Limited.

18
Ultimate controlling party

The immediate parent undertaking is Stirling Gateway HC Limited.

 

The share capital of Stirling Gateway HC Limited is held in proportions of PFI Infrastructure Finance Limited 50%, Equitix MA 1 Infrastructure Limited 12.5%, Forth Limited 12.5%, Gateway PFI Limited 12.5%, Equitix Fund IV LP 12.5%. Accordingly, there is no ultimate controlling party.

19
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 March 2025 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 10 February 2025.

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