The directors present the strategic report for the year ended 30 June 2025.
The principal activity of the Company is the design, construction, and facilities management operation of five new secondary schools and one new primary school under a private finance initiative (“PFI”) with Leeds City Council.
The Company's profit after taxation for the financial year is £1,822,000 (2024: £1,766,000) and the net assets of the Company are £5,835,000 (2024: £4,256,000). The schools operated in line with expectations during the year. The Directors do not consider there to be any associated risks to the future performance of the Company.
The Company's activities expose it to a number of financial risks including inflation risk, interest rate risk, credit/liquidity risk and operational risk. These risks are further explained in the Directors' Report.
The Directors are not aware, at the date of this report, of any major changes in the Company's activities in the next year.
The Company’s management produces comparisons of actual cash flows against forecast cash flows from the finance model and analyse any fluctuations.
The key performance indicator for the Company is the level of performance and unavailability deductions levied by the client, since this reflects the quality of the service provided. During the period, the Company suffered nominal deductions.
Financial performance indicators for the Company are compliance with its debt covenants set out in the Credit Agreement with the Lenders. These were compliant during the year and the latest financial forecast indicates that there are no anticipated future breaches.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2025.
The trading results for the year to 30 June 2025 and the Company's financial position as at 30 June 2025 are shown in the attached financial statements.
Dividends of £nil were paid during the year (2024: £nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Company’s revenue is based on a fixed price contract, subject to adjustments for retail price index increases. Therefore, profit margins are susceptible to inflation rate fluctuations. In order to manage this risk, the Company has ensured that costs are fixed wherever possible. In addition, under the terms of the contracts with subcontractors, certain costs will be periodically reviewed, usually by means of benchmarking, with possibilities of price reductions being agreed in the future. In addition, in most cases, contractual costs will be subject to retail price index increases.
The Company is financed by a variable rate loan and is therefore exposed to interest rate risk. In order to mitigate this risk, the Company has entered into an interest rate SWAP arrangement in order to fix interest rates.
The Company’s income and ability to meet its liabilities is dependent on the long term PFI contract with Leeds City Council. There have been no issues in the year with payments from the Authority.
The design, construction and facility management operations of the schools are subcontracted out. Significant risks are passed down to the key subcontractors within limits set out as liability caps.
Under the PFI project agreement with Leeds City Council, any general change in law risk is transferred to the Company. However, some risks are passed on to subcontractors, e.g. during the construction phase this risk is passed down to building subcontractors, during the services phase this risk is transferred to the facility providers subcontractors under the facilities management contract.
The Company’s income and ability to meet its liabilities is dependent on the long term PFI contract with Leeds City Council. There have been no issues in the year with payments from Leeds City Council.
Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and Johnston Carmichael LLP will therefore continue in office.
The Directors have prepared cash flow forecasts which indicate that the Company will have sufficient funds to meet its liabilities as they fall due.
The shareholder’s funds at 30 June 2025 show a positive value of £5,835,000 (2024: £4,256,000). The Company has a secured bank facility that will enable it to continue trading for the life of the concession period. The Directors have reviewed the forecast and believe that the financial position will strengthen in the future and therefore consider that it is appropriate to prepare these financial statements on a going concern basis.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Investors in the Community (Leeds Schools) Limited (‘the company’) for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
The information given in the Strategic Report and Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
Companies Act 2006;
UK Corporation Tax legislation;
VAT legislation; and
United Kingdom Generally Accepted Accounting Practice.
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls; and
Revenue recognition
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Recalculating the unitary charge received by taking the base charge per the project agreement and uplifting for RPI;
Agreeing a sample of income receipts to supporting documents and bank statements;
Performing an assessment on the service margins used in the year and agreeing margins used to the active financial models;
Reconciling the finance income and amortisation to the finance debtor reconciliation to ensure allocation methodology is in line with contractual terms and relevant accounting standards;
Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Investors in the Community (Leeds Schools) Limited is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.
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 £'000.
Trade and other debtors / creditors
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.
Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Finance debtor and contractual receivables
Finance debtor and contractual receivables are classified as loans and receivables as defined in FRS 102, which are initially recognised at the fair value of the consideration received or receivable and are then stated at amortised cost.
Other financial instruments not meeting the definition of Basic Financial Instruments are recognised initially at fair value. Subsequent to initial recognition other financial instruments are measured at fair value with changes recognised in profit or loss except as follows:
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised in Other comprehensive income. Any ineffective portion of the hedge is recognised immediately in profit or loss.
For cash flow hedges, where the forecast transactions resulted in the recognition of a non-financial asset or non-financial liability, the hedging gain or loss recognised in other comprehensive income is included in the initial cost or other carrying amount of the asset or liability. Alternatively, when the hedged item is recognised in profit or loss the hedging gain or loss is reclassified to profit or loss.
When a hedging instrument expires or is sold, terminated or exercised, or the entity discontinues designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point, remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised in the profit and loss immediately.
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, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Interest
Interest costs were capitalised during the construction phase of the contract and are being amortised over the period of the concession.
Interest payable and similar charges include interest payable on borrowings and associated ongoing financing fees.
Other interest receivable and similar income include interest receivable on funds invested and interest recognised on the finance debtor based upon the finance debtor accounting policy below.
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.
Finance debtor and revenue recognition
The Company has taken the transition exemption in FRS 102 section 35.10(i) that allows the Company to continue the service concession arrangement accounting policies from previous UK GAAP.
The Company is accounting for the concession asset on the basis that all risks and rewards of ownership are substantially transferred to the customer. Consequently, the costs incurred by the Company on the design and construction of the assets have been treated as a finance debtor within these financial statements.
Dividends
Dividends to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the Statement of changes in equity.
The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources. 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 if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.
The Company uses derivative finance instruments to hedge certain economic exposures in relation to movements in interest rates as compared with the position that was expected at the date the underlying transaction being hedged was entered into. The Company fair values its derivative financial instruments and records the fair value of those on its balance sheet. The measurement of fair value is based on estimates of future market interest rates and will therefore be subject to change. The company has used the Mark to Market valuation provided by the hedging party to assist with valuing such instruments.
The directors have applied their judgement in assessing the interest rate SWAPs to be fully effective and have therefore designated the instruments as a cash flow hedge.
Accounting for the service contracts and finance receivables requires estimation of service margins, finance receivable interest rates and finance receivable amortisation profile which is based on forecasted results of the PFI contract.
The company is responsible for the lifecycle costs associated with its principal activity, however, risk here is mitigated by passing on lifecycle risk to a third-party facilities management company. Lifecycle costs are calculated on an accrual basis in line with indicative lifecycle works program or lifecycle tracker as used by all parties through the operating phase of the concession period with any underspend included within accruals and creditors due less than one year.
All turnover originates in the United Kingdom.
In addition to the amounts disclosed as turnover above, the Company acts as the invoicing conduit for a number of transactions where the Company bears no risk or reward and the transactions are “pass through costs” where the Company generates neither profit nor loss. These items have been excluded from the turnover stated above as the directors consider this reflects the substance of the transactions. The total value of these pass through costs in the year were £2,241,000 (2024: £2,313,000).
The directors, who are key management personnel, received £nil (2024: £nil) in respect of their services to the Company during the year. The company had no employees during the year (2024: none).
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:
Included within accruals and deferred income are amounts recognised in respect of future payments due on lifecycle underspend of £5,344,000 (2024: £3,977,000) the timing of which is uncertain.
The Company has undrawn borrowing facilities of £2,717,000 (2024: £2,717,000) expiring 31 March 2032 on the change in law facility and £4,775,000 (2024: £4,775,000) expiring on 31 March 2032 on the debt service reserve loan facility.
The Company has fully drawn on the senior term loan facility, which expires on 31 March 2032.
In addition, there is unsubscribed loan stock of £1,760,000 (2024: £1,760,000) expiring on 31 March 2033.
The term loan, change of law loan and debt service reserve loan had a variable interest rate of SONIA plus a margin of 0.9% during the year. The senior term loan is secured, in favour of NIB Capital Bank N.V., Sumitomo Mitsui Banking Corporation Europe Limited, DEPFA Bank plc, IKB Deutsche Industrie Bank, Mediobanca and Norddeutsche Landesbank, with fixed and floating charges over the Company and all of its property and assets, present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, and fixed plant and machinery. There is also a legal mortgage of shares in the Company owned by all shareholders in favour of NIB Capital Bank N.V., Sumitomo Mitsui Banking Corporation Europe Limited, DEPFA Bank plc, IKB Deutsche Industrie Bank, Mediobanca and Norddeutsche Landesbank as security for the payment of all obligations and liabilities owed by the Company to NIB Capital Bank N.V. and Sumitomo Mitsui Banking Corporation Europe Limited.
On 7 April 2005, Investors in the Community (Leeds Schools) Subdebt Limited subscribed for £11,750,000 of fixed rate unsecured subordinated loan stock due in 2033 partly paid at the amount of £9,990,000 (2024: £9,990,000). The loan stock has an interest rate of 12.5%. Loan repayments commenced in September 2008.
The following are the major deferred tax assets recognised by the company and movements thereon:
The deferred tax asset set out above relates to the interest rate derivative which will unwind over the term of the hedging arrangement.
Retained earnings records retained earnings and accumulated losses.
At the balance sheet date the Company was a wholly owned subsidiary of Jura Acquisitions Limited, and has applied the exemption, available under the terms of FRS 102 para 33.1A, from disclosing related party transactions with entities that are part of the group headed by Jura Acquisitions Limited.
There were no related party transactions entered into by the Company during the year.