Company registration number SC259895 (Scotland)
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
COMPANY INFORMATION
Directors
MA Donn
JS Gordon
FD Laing
CR Richardson
(Appointed 1 July 2026)
Secretary
Resolis Limited
Company number
SC259895
Registered office
Exchange Tower
11th Floor
19 Canning Street
Edinburgh
Scotland
EH3 8EG
Auditor
Johnston Carmichael LLP
Strathlossie House
1 Kirkhill Avenue
Elgin
United Kingdom
IV30 8DE
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2026.

Principal activities

The principal activities of the company are the design, build, finance, operation and maintenance of six schools through an agreement with Aberdeenshire Council. The agreement was entered into under the Government's Private Finance Initiative Scheme.

Directors

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

MA Donn
JS Gordon
FD Laing
PK Johnstone
(Resigned 1 July 2026)
CR Richardson
(Appointed 1 July 2026)
Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
MA Donn
Director
30 July 2026
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -

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 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; 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.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
- 3 -
Opinion

We have audited the financial statements of Elgin Education (Aberdeenshire 2) Limited (the 'company') for the year ended 31 March 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of Directors

As explained more fully in the Directors' R esponsibilities S tatement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https:/w ww.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED (CONTINUED)
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- United Kingdom Generally Accepted Accounting Practice, including FRS 102;

- UK Companies Act 2006; and

- UK Corporation Tax legislation; and

- VAT legislation

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 by review of any relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the company's 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 of controls. We identified a heightened fraud risk in relation to:

- Revenue recognition; and

- Management override of controls.

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.

- Recalculating the unitary charge received by taking the base charge per the project agreement and uplifting for RPI;

- Agreeing a sample of month's income receipts to invoice and bank statements;

- Performing an assessment of the service margins used in the year and agreeing margins used to the active financial model;

- 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;

- Reviewing minutes of meetings of those charged with governance 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 work 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 reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

- 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 risk 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED (CONTINUED)
- 6 -

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.

Fiona Munro (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Elgin, United Kingdom
30 July 2026
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -
2026
2025
Notes
£
£
Turnover
5,645,828
6,333,149
Cost of sales
(3,092,284)
(3,703,799)
Gross profit
2,553,544
2,629,350
Administrative expenses
(598,062)
(515,830)
Operating profit
3
1,955,482
2,113,520
Interest receivable and similar income
1,320,275
1,566,148
Interest payable and similar expenses
(1,622,838)
(1,865,028)
Profit before taxation
1,652,919
1,814,640
Tax on profit
5
(413,230)
(453,660)
Profit for the financial year
1,239,689
1,360,980
Other comprehensive income
Cash flow hedges gain arising in the year
248,295
161,259
Tax relating to other comprehensive income
(62,074)
(40,315)
Total comprehensive income for the year
1,425,910
1,481,924

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 8 -
2026
2025
Notes
£
£
£
£
Current assets
Debtors falling due after more than one year
8
12,315,030
15,411,341
Debtors falling due within one year
8
11,581,168
12,021,460
Cash at bank and in hand
6,100,428
7,653,627
29,996,626
35,086,428
Creditors: amounts falling due within one year
9
(6,606,745)
(7,532,317)
Net current assets
23,389,881
27,554,111
Creditors: amounts falling due after more than one year
10
(13,666,274)
(18,339,295)
Net assets
9,723,607
9,214,816
Capital and reserves
Called up share capital
12
5,000
5,000
Share premium account
495,000
495,000
Hedging reserve
(142,166)
(328,388)
Profit and loss reserves
9,365,773
9,043,204
Total equity
9,723,607
9,214,816

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 30 July 2026 and are signed on its behalf by:
MA Donn
Director
Company registration number SC259895 (Scotland)
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
Share capital
Share premium account
Hedging reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2024
5,000
495,000
(449,333)
7,943,656
7,994,323
Year ended 31 March 2025:
Profit for the year
-
-
-
1,360,980
1,360,980
Other comprehensive income:
Cash flow hedges gains
-
-
161,259
-
161,259
Tax relating to other comprehensive income
-
-
(40,315)
-
0
(40,315)
Total comprehensive income for the year
-
-
120,944
1,360,980
1,481,924
Dividends
6
-
-
-
(261,432)
(261,432)
Balance at 31 March 2025
5,000
495,000
(328,388)
9,043,204
9,214,816
Year ended 31 March 2026:
Profit for the year
-
-
-
1,239,689
1,239,689
Other comprehensive income:
Cash flow hedges gains
-
-
248,295
-
248,295
Tax relating to other comprehensive income
-
-
(62,074)
-
0
(62,074)
Total comprehensive income for the year
-
-
186,221
1,239,689
1,425,910
Dividends
6
-
-
-
(917,120)
(917,120)
Balance at 31 March 2026
5,000
495,000
(142,166)
9,365,773
9,723,607
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
1
Accounting policies
Company information

Elgin Education (Aberdeenshire 2) Limited is a private company limited by shares incorporated in Scotland. The registered office is Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, Scotland, EH3 8EG.

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed further in the accounting policies.

The principal accounting policies adopted are set out below.

1.2
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 finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.

1.3
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at banks.

The Company is obliged to keep separate cash reserves in respect of certain future cashflows. This restricted cash balance, which is shown on the balance sheet with the "cash at bank" balance, amounts to £5,260,170 at the year end (2025: £5,807,373).

1.4
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 balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 11 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and 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 and loans from fellow group companies, 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 paymen ts 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. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.5
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.

1.6
Hedge accounting

The company designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

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

For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.

1.7
Taxation

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

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 12 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8

Lifecycle

The Company is responsible for the lifecycle costs associated with it's principal activity, however risk here is mitigated by passing on lifecycle risk to a third party facilities management company. Lifecycle costs are accounted for on an accrual basis as disclosed in the 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.

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.

Critical judgements

The following judgements have had the most significant effect on amounts recognised in the financial statements.

The Company uses derivative financial 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 instruments on its Statement of Financial Position. No market prices are available for these instruments and consequently the fair values are determined by calculating the present value of the estimated future cashflows based on observable yield curves. There is also a judgment on whether an economic hedge relationship exists in order to achieve hedge accounting. Appropriate documentation has been prepared detailing the economic relationship between the hedging instrument and the underlying loan being hedged.

ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
2
Judgements and key sources of estimation uncertainty
(Continued)
- 13 -
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.

Accounting for the service concession contract and finance debtors requires estimation of service margins, finance debtor interest rates and associated amortisation profile which is based on forecast results of the contract. These were forecast initially within the operating model at financial close and are closely monitored throughout the duration of the project.

Future lifecycle costs are forecast based on detailed plans prepared annually. These forecasts impact the calculation of the service margin being applied. Lifecycle costs can have a significant impact on the Company's profitability.

3
Operating profit
2026
2025
Operating profit for the year is stated after charging:
£
£
Fees payable for the audit of the annual report and financial statements
20,235
19,495

Included in the fee above is £4,665 (2025: £4,495) for taxation compliance services. Also included in the fee above is £2,405 (2025: £2,315) for the audit of the immediate parent entity Elgin Education (Aberdeenshire 2) Holdings Limited. Auditor remuneration is payable to Johnston Carmichael LLP.

4
Employees

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (202 5: nil).

5
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
413,230
453,660

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2026
2025
£
£
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
62,074
40,315
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 14 -
6
Dividends
2026
2025
Total
Total
£
£
Ordinary shares
Final paid
917,120
261,432

Dividend paid of £1.83 (2025: £0.52) per ordinary share.

7
Financial instruments
2026
2025
£
£
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
189,269
437,564

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.

The company has entered into an interest rate swap with third parties for the same notional amount as 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 with a base rate of 5.44% in September 2006 and expire in October 2028.

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

The company's derivative financial instruments are carried at fair value. The net carrying value of the derivative financial instruments at 31 March 2026 amounted to net liabilities of £189,269 (202 5: £437,564). All of the movements during the year in the fair value of these derivative financial instruments, net of deferred tax, have been recorded in the cash flow hedge reserve amounting to a credit of £186,221 (202 5: £120,944).

8
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
1,027,870
1,047,238
Finance asset receivable
3,034,238
2,848,515
Other debtors
7,519,060
8,125,707
11,581,168
12,021,460
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
8
Debtors
(Continued)
- 15 -
2026
2025
Amounts falling due after more than one year:
£
£
Finance asset receivable
12,264,492
15,298,729
Deferred tax asset
50,538
112,612
12,315,030
15,411,341
Total debtors
23,896,198
27,432,801

The Other debtors balance includes £7,400,764 (202 5: £8,057,285) relating to the unitary charge control account, of which £7,400,764 is forecast to be received within the next 12 months via Unitary Charge receipts with amounts received being offset by service concession accounting adjustments.

Finance Debtor

The finance debtor represents payments due from Aberdeenshire Council in respect of the Project Agreement. These payments are received over the remaining life of the agreement. £18,147,244 (2025: £20,821,403) was receivable at the start of the year, £2,848,515 (2025: £2,674,159) recognised as amortisation during the year; and £15,298,730 (2025: £18,147,244) was receivable at end of the year.

9
Creditors: amounts falling due within one year
2026
2025
£
£
Bank loans
4,418,978
4,123,880
Trade creditors
289,751
318,513
Amounts owed to group undertakings
134,467
134,467
Corporation tax
(5,364)
1,622
Other taxation and social security
154,847
376,193
Other creditors
1,614,066
2,577,642
6,606,745
7,532,317

Included within accruals and deferred income are amounts recognised in respect of future payments due on lifecycle underspend of £1,274,504 (202 5: £2,202,240) the timings of which are uncertain. Amounts owed to Group undertakings relate to interest on subordinated debt.

10
Creditors: amounts falling due after more than one year
2026
2025
Notes
£
£
Bank loans and overdrafts
8,802,692
13,227,418
Other borrowings
4,674,313
4,674,313
Derivative financial instruments
189,269
437,564
13,666,274
18,339,295
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
10
Creditors: amounts falling due after more than one year
(Continued)
- 16 -

The senior debt due to Bank of Scotland p l c is secured by a Bond and Floating charge over the assets and undertaking of the Company and by a Guarantee supported by a Bond and Floating charge over the assets and undertaking of its parent company. The loan bears interest of 6.44% per annum under a swap agreement entered into by the Company. The swap rate is fixed for the duration of the loan. The term loan is repayable in quarterly instalments which commenced on 15 January 2007. The final repayment is due in October 2028. Senior Debt is stated net of finance costs of £21,384 (202 5: £32,180).

Subordinated debt provided by Elgin Education (Aberdeenshire 2) Holdings Ltd bears interest at 14% per annum and is repayable in 2028.

11
Deferred taxation

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

Assets
Assets
2026
2025
Balances:
£
£
Derivative financial instruments
50,538
112,612
2026
Movements in the year:
£
Asset at 1 April 2025
(112,612)
Charge to other comprehensive income
62,074
Asset at 31 March 2026
(50,538)

No portion of the deferred tax balance is likely to be recovered or settled in the 12 months following the Statement of Financial Position date.

12
Called up share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
500,000
500,000
5,000
5,000
ELGIN EDUCATION (ABERDEENSHIRE 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 17 -
13
Reserves

Share premium account - this reserve records the amount above the nominal value for shares sold, less transaction costs.

Hedging reserve - this reserve records fair value movements on cash flow hedging instruments.

Retained earnings - this reserve records retained earnings and accumulated losses.

14
Related party transactions
Other information

The Company is wholly owned by Elgin Education (Aberdeenshire 2) Holdings 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.

The following disclosures are with entities in the group that are not wholly owned:

Elgin Education (Aberdeenshire 2) Holdings Limited is owned 70% by Elgin Infrastructure Limited. The company paid £19,430 (202 5: £18,826) to Elgin Infrastructure Limited for the provision of directors services.

Elgin Education (Aberdeenshire 2) Holdings Limited is owned 30% by Aberdeen Infrastructure (No. 3) Limited. The company paid £19,110 (202 5: £18,826) and owed £nil (202 5: nil) to Aberdeen Infrastructure (No. 3) Limited for the provision of director services.

15
Parent company

The immediate parent undertaking is Elgin Education (Aberdeenshire 2) Holdings Limited, a Company incorporated in Scotland.

The accounts of Elgin Education (Aberdeenshire 2) Holdings Limited can be obtained from Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, EH3 8EG.

Elgin Education (Aberdeenshire 2) Holdings Limited is owned 70% by Elgin Infrastructure Limited, which is jointly owned between Cobalt Project Investments Limited and Ednaston Project Investments Limited, and 30% by Aberdeen Infrastructure (No.3) Limited. There is no ultimate controlling party.

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