The directors present their annual report and the audited financial statements of Emblem Schools Limited ("the Company") for the year ended 31 March 2026.

The principal activity of the Company during the year was the design, build and maintenance of 10 new schools within Fife under a PFI (Private Finance Initiative) contract with Fife Council. The contract is in year 20 of its term expiring in 2032. The Company is a wholly owned subsidiary of Emblem Schools (Holdings) Limited.

The results for the year are set out on page 7.

The profit for the financial year, after taxation, amounted to £879,951 (2025: profit of £847,754).

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 £76,798 (2025: £667,000). The directors do not recommend payment of a final dividend. The dividend payment for 2025 included £264,000 in respect of dividends declared but not paid in 2024.

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

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.

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

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

•    so far as the director is aware, there is no relevant audit information of which the Company's auditors are     unaware; and

•    they have taken all the steps that they ought to have taken as a director in order to make themselves     aware of any relevant audit information and to establish that the Company's auditors are aware of that     information.

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 Group loan agreement.

Climate Change

The directors recognise that it is important to disclose their view of the impact of climate change on the Company. 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.

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.

Financial risk

Due to the nature of the Company's business, the financial risks the directors consider relevant to this Company are credit, interest rate, cash flow and liquidity risk. The credit risk is not considered significant as the income is ultimately derived from established public sector counterparties.

Interest rate risk

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.

Cash Flow and Liquidity risk

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

This report has been prepared in accordance with the special provisions applicable to small companies within Part 15 of the Companies Act 2006.

The directors are responsible for preparing the Annual Report and 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 FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• 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 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 directors and authorised for issue on 24 September 2026.

Neil Woodburn

Director        

We have audited the financial statements of Emblem Schools Limited (the ‘company’) for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 FRS 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, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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 the audit:

•    the information given in the directors’ report 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report.

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 from the requirement to prepare a strategic     report.

As explained more fully in the directors’ responsibilities statement set out on page 3, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

•    obtained an understanding of the nature of the industry and sector, including the legal and regulatory     framework that the company operates in and how the company is complying with the legal and regulatory     framework;

•    inquired of management, and those charged with governance, about their own identification and     assessment of the risks of irregularities, including any known actual, suspected or alleged instances of     fraud;

•    discussed matters about non-compliance with laws and regulations and how fraud might occur including     assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting correspondence with regulatory authorities, as appropriate.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 notes on pages 10 to 21 form part of these financial statements.

The notes on pages 10 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 notes on pages 10 to 21 form part of these financial statements.

Emblem Schools 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 during the year was the design, build and maintenance of 10 new schools within Fife under a PFI (Private Finance Initiative) contract with Fife Council. The contract is in year 20 of its term expiring in 2032. The Company is a wholly owned subsidiary of Emblem Schools (Holdings) Limited.

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. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

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

The financial statements are prepared on a going concern basis which the directors believe to be appropriate for the following reasons. true

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.

Turnover represents 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.

Cash and cash equivalents are basic financial assets and includes cash in hand, deposits held at call with banks and other short term liquid investments with original maturities of three months or less.

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 Current asset investments amounts to £3,165,140 (2025: £2,285,675). The comparative balance of £2,285,675 was classified within cash at bank and in hand at 31 March 2025, as the funds had not yet been placed on deposit at that date, although they were subject to the same funding agreement restrictions.

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, 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 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.

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.

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.

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 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.

Derivatives, including interest rate swaps, 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 value of the derivative has been obtained from the bank and is determined using a discounted cash flow valuation technique, whereby estimated future cash flows are discounted using market-based interest rates prevailing at the measurement date. The interest rates used to discount estimated cash flows, where applicable, are based on SONIA. Changes in the fair value of derivatives are recognised in profit or loss in interest payable or interest receivable 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.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

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.

The Company has entered into an arrangement with a third party that is designed to hedge future cash flows arising on a variable rate interest loan arrangement, with the net effect of exchanging the cash flows arising under the arrangement for a stream of fixed interest cash flows ("interest rate swaps"). The company has designated the interest rate swap as a hedging instrument in a cash flow hedge relationship.

At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item, together with its risk management objectives and strategy for undertaking the hedge transaction. At inception and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in the fair value or cash flows of the hedged item. 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.

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

Hedge accounting is discontinued when the interest rate swap expires, is sold or terminated, or when the hedge relationship no longer meets the qualifying criteria for hedge accounting. Any fair value gains or losses accumulated in the cash flow hedge reserve are reclassified to profit or loss, in the same period in which the hedged variable interest payments affect profit or loss. Where the forecast variable interest cash flows are no longer expected to occur, any related gains or losses accumulated in the cash flow hedge reserve are recognised immediately in profit or loss.

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

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.

Borrowings

Borrowings are recognised at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the life of the borrowings. Borrowings with maturities greater than twelve months after the reporting date are classified as non-current liabilities.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the Statement of Financial Position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate and the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Judgement is required in the case of the recognition of deferred taxation assets, the Directors have to form an opinion as to whether it is probable that the deferred taxation asset recognised is recoverable against future taxable profits arising. This exercise of judgment requires the Directors to consider forecast information over a long time horizon having regard to the risks that the forecasts may not be achieved and then form a reasonable opinion as to the recoverability of the deferred taxation asset.

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:

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

The Company uses a derivative financial instrument to hedge certain economic exposures in relation to movements in interest rates. The Company fair value's its derivative financial instruments and records the fair value of those instruments on its Statement of Financial Position. The fair value is obtained from the bank and is determined using a discounted cash flow valuation technique, whereby estimated future cash flows are discounted using market-based interest rates prevailing at the measurement date. The interest rates used to discount estimated cash flows, where applicable, are based on SONIA. Appropriate documentation has been prepared detailing the economic relationship between the hedging instrument and the underlying item being hedged.

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 forecast results of the contract.

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

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2025: £nil). The directors, who are also key management personnel, did not receive any remuneration from the Company during the year for services rendered (2025: £nil).

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:

There is a deferred tax asset relating to the interest rate derivative, calculated at 25%, which will unwind over the term of the hedging arrangement. All movements in the deferred tax have been recognised in other comprehensive income.

Dividends paid during the year were £76,798 (2025: £667,000). The dividend payment for 2025 included £264,000 in respect of dividends declared but not paid in 2024.

Current asset investments are made up of amounts placed on bank deposit which will mature on 28 September 2026 (2025: none) with an interest rate of 3.94% (2025: none). On maturity, this will generate interest on bank deposits of £61,841 (2025: £nil).

Included within creditors: amounts falling due after more than one year is an amount of £136,723 (2025: £2,886,036) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

Included within creditors: amounts falling due after more than one year is an amount of £5,355,664 (2025: £5,534,083) in respect of liabilities payable or repayable otherwise than by instalments which fall due for payment after more than five years from the reporting date.

Other creditors consist of the unitary charge control account.

Bank loans are secured by a bond and floating charge over the assets of the Company, an assignation of the Project Accounts; step-in rights related to sub-contracts and a fixed charge in respect of the hedging agreement of the Company. In addition the bank holds a Parent Security Agreement incorporating a floating charge over the assets of the ultimate parent company, Emblem Schools (Holdings) Limited. Under the agreement, the parent company pledges as security its interest in the shares and shareholders loans.

The company has agreed with the lenders to replace the LIBOR reference in the loan and swap agreements with SONIA, adjusted for a historic credit adjustment spread of 0.1193% per annum. The loans therefore have a total fixed rate of interest of 5.54% for the hedged proportion. The unhedged proportion of the loan is subject to variable rates of interest.

The loan is repayable by quarterly instalments and final repayment is due in December 2030. The Company has an interest rate swap arrangement, receiving interest on a variable basis and paying interest at 4.62%. The full amount of loan drawdown at 31 March 2026 is £15,539,868 (2025: £18,029,336). Issue costs of £320,322 (2025: £321,468) have been set off against total loan drawdowns.

The loan from the parent company is unsecured and is repayable by bi-annual instalments over 2 years commencing September 2030 and ending September 2032. The loan bears an interest rate of 13.75% per annum. The full amount of loan drawdown at 31 March 2026 is £5,603,830 (2025: £5,603,830). Issue costs of £86,651 (2025: £89,757) have been set off against total loan drawdowns.

The Company has entered into an interest rate swap to manage its exposure to variability in cash flows arising from variable-rate borrowings. Under the terms of the swap, floating-rate interest payments are exchanged for fixed-rate interest payments. The interest rate swap is designated as a hedging instrument in a cash flow hedge relationship. The swap amortises in line with the underlying loan, matures in 2030 and hedges between 80% and 90% of the loan balance.

The hedged cash flows are expected to occur and to affect profit or loss over the period to maturity of the interest rate swaps. There was no ineffectiveness recorded in the year (2025: £nil).

The fair value of the interest rate swap at year end is £100,436 (2025: £226,232). The fair value has been obtained from the bank and is determined using a discounted cash flow valuation technique, whereby estimated future cash flows are discounted using market-based interest rates prevailing at the measurement date. The interest rates used to discount estimated cash flows, where applicable, are based on SONIA.

The effective change in fair value gross of deferred tax recognised in the Other Comprehensive Income during the year is £125,795 (2025: £118,120).

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

The company has one class of ordinary shares. All shares rank pari passu.

The Company's ultimate parent company is Emblem Schools (Holdings) Limited, which is a limited company registered and incorporated in Great Britain. Copies of the Accounts of Emblem Schools (Holdings) Limited can be obtained from the Company Secretary at 2nd Floor Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, United Kingdom, EH1 2EN. Emblem Schools (Holdings) Limited is a jointly owned company with no ultimate controlling party.

Emblem Schools (Holdings) Limited, the ultimate parent company, provided a subordinated debt loan of £5,603,830 with an arrangement fee of £86,651 (2025: loan of £5,603,830 with an arrangement fee of £89,757). This loan remains outstanding at 31 March 2026. Interest of £771,503 (2025: £770,527) was payable in the year on this loan, of which £385,263 (2025: £385,392) was included in accruals.

During the year Infrastructure Investments General Partner Limited, a subsidiary of HICL Infrastructure Company Limited an investor in Emblem Schools (Holdings) Limited, invoiced £96,875 (2025: £215,934) in respect of professional services. At the end of the year £40,961 (2025: £40,929) was included in accruals to Infrastructure Investments General Partner Limited for professional services.

During the year Infrastructure Investments Holdings Limited, a subsidiary of HICL Infrastructure Company Limited an investor in Emblem Schools (Holdings) Limited, invoiced £75,703 (2025: £27,565). At the end of the year, a balance of £nil (2025: £nil) remains outstanding at the year end relating to tax loss sharing.

During the year, Forth Management Limited, an investor in Emblem Schools (Holdings) Limited, invoiced £49,952 (2025: £23,861) in respect of professional services. At the end of the year £nil (2025: £nil) was owed to Forth Management Limited for professional services.

During the year, BIIF Bidco Limited, a subsidiary of PFI Infrastructure Finance Limited, an investor in Emblem Schools (Holdings) Limited, invoiced £98,307 (2025: £95,442) in respect of professional services.

During the year, Aberdeen Infrastructure Finance GP, a related party of Aberdeen Infrastructure (No.3) Limited an investor in Emblem Schools (Holdings) Limited, invoiced £81,923 (2025: £117,950) in respect of professional services. At the end of the year £40,961 (2025: £nil) was included in accruals to Aberdeen Infrastructure (No.3) Limited for professional services.