Company registration number SC367840 (Scotland)
ELGIN BSF LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
ELGIN BSF LIMITED
COMPANY INFORMATION
Directors
J Gordon
EC Robertson
(Appointed 4 July 2023)
Secretary
Resolis Limited
Company number
SC367840
Registered office
Exchange Tower
11th Floor
19 Canning Street
Edinburgh
Scotland
EH3 8EG
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
ELGIN BSF LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 16
ELGIN BSF LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 March 2023.
Principal activities
The principal activity of the Company is PFI/PPP investment. The Company has an investment in Aura Holdings (Newcastle) Limited that has interest in Newcastle Building Schools for the Future Phase 1 and 2.
Results and dividends
The result for the financial year, after taxation, amounted to a profit of £58,089 (2022: £nil).
The result for the financial year will be transferred to reserves.
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.
In its role as a holding company there are no key performance indicators for the directors to monitor. However, from a Group point of view the performance of the investment is assessed every six months by testing the cash resources against the bank lending covenants. The key indicator being the debt service cover ratio. The investment has been performing well and has been compliant with the covenants laid out in the Group loan agreement.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Gordon
JJE King
(Resigned 4 July 2023)
GM Steven
(Resigned 28 September 2022)
EC Robertson
(Appointed 4 July 2023)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
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.
Going Concern
The financial statements have been prepared on the going concern basis notwithstanding net current liabilities of £150,964 (2022: £175,891). Cash flow forecasts are prepared for the underlying investment looking over the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. The Company's cash flows are dependent on the performance of its investment. After reviewing the performance of the investment, which is done on a regular basis, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.
ELGIN BSF LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
Small companies exemption
This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.
On behalf of the board
J Gordon
Director
8 April 2024
ELGIN BSF LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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;
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 BSF LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF ELGIN BSF LIMITED
- 4 -
Opinion
We have audited the financial statements of Elgin BSF Limited (‘the company’) for the year ended 31 March 2023, which comprise the Statement of Comprehensive Income, Balance Sheet, 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).
give a true and fair view of the state of the company's affairs as at 31 March 2023 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.
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 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.
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.
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' 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.
ELGIN BSF LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN BSF LIMITED
- 5 -
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 identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters where 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 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 take
advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
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.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
Extent 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 BSF LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN BSF LIMITED
- 6 -
We obtained an understanding of the legal and regulatory frameworks that are applicable to 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:
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 relevant correspondence with regulatory bodies 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:
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 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;
Recalculating income received to ensure amounts are 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.
ELGIN BSF LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF ELGIN BSF LIMITED
- 7 -
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 auditors' 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.
Allison Dalton
Senior Statutory Auditor
For and on behalf of Johnston Carmichael LLP
10 April 2024
Chartered Accountants
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
ELGIN BSF LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
2023
2022
Notes
£
£
Interest receivable and similar income
5
546,110
507,073
Interest payable and similar expenses
6
(488,021)
(507,073)
Profit before taxation
58,089
Tax on profit
7
Profit for the financial year
58,089
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ELGIN BSF LIMITED
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
9
5,906,478
6,082,370
Current assets
Debtors
11
241,888
251,771
Creditors: amounts falling due within one year
12
(392,852)
(427,662)
Net current liabilities
(150,964)
(175,891)
Total assets less current liabilities
5,755,514
5,906,479
Creditors: amounts falling due after more than one year
13
(3,721,451)
(3,872,416)
Net assets
2,034,063
2,034,063
Capital and reserves
Called up share capital
14
418,813
418,813
Profit and loss reserves
15
1,615,250
1,615,250
Total equity
2,034,063
2,034,063
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 8 April 2024 and are signed on its behalf by:
J Gordon
Director
Company Registration No. SC367840
ELGIN BSF LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2021
418,813
1,615,250
2,034,063
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
Balance at 31 March 2022
418,813
1,615,250
2,034,063
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
58,089
58,089
Dividends
8
-
(58,089)
(58,089)
Balance at 31 March 2023
418,813
1,615,250
2,034,063
ELGIN BSF LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
1
Accounting policies
Company information
Elgin BSF Limited ("the Company") is a private company limited by shares and is incorporated and domiciled in Scotland. The address of its registered office is Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, United Kingdom, EH3 8EG.
The principal activity of the Company is PFI/PPP investment. The Company has an investment in Aura Holdings (Newcastle) Limited that has interest in Newcastle Building Schools for the Future Phase 1 and 2.
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 Company’s functional and presentation currency is the pound sterling. Monetary amounts in these financial statements are rounded to the nearest pound.
The financial statements are prepared on a going concern basis, 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 judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed further in the accounting policies.
The accounting policies stated below have been consistently applied to the years presented, unless otherwise stated.
1.2
Going concern
The truefinancial statements have been prepared on the going concern basis notwithstanding net current liabilities of £150,964 (2022: £175,891). Cash flow forecasts are prepared for the underlying investment looking over the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. The Company's cash flows are dependent on the performance of its investment. After reviewing the performance of the investment, which is done on a regular basis, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.
1.3
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.
1.4
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Such investments are reviewed for objective evidence of impairment at each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
ELGIN BSF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 12 -
1.5
Taxation
Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items /recognised in Other Comprehensive Income or directly in equity. In this case tax is also recognised in Other Comprehensive Income or directly in equity respectively.
Current or deferred taxation assets and liabilities are not discounted.
Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of assets
The carrying value of those assets recorded in the Company's Balance Sheet, at amortised cost, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compares that with the carrying value of the asset or assets in the Balance Sheet. Any reduction in value arising from such a review would be recorded in the Statement of Comprehensive Income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.
3
Auditors' remuneration
The Company's audit fee for the current and previous year is borne by its parent company, Elgin Infrastructure Limited. Auditor's remuneration is payable to Johnston Carmichael LLP.
ELGIN BSF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 13 -
4
Employees
The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2022: nil). The directors did not receive any remuneration from the Company during the year (2022: £nil).
5
Interest receivable and similar income
2023
2022
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
58,089
Interest receivable from group companies
488,021
507,073
6
Interest payable and similar expenses
2023
2022
£
£
Subordinated debt interest due to Elgin Infrastructure Limited
275,346
277,786
Subordinated debt interest due to Cobalt CPI Limited
212,675
229,287
488,021
507,073
7
Taxation
The tax assessed on the profit for the year is the same as (2022: lower than) the standard rate of corporation tax in the UK of 19% (2022: 19%)
2023
2022
£
£
Profit before taxation
58,089
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
11,037
Tax effect of income not taxable in determining taxable profit
(11,037)
Taxation charge for the year
-
-
8
Dividends
2023
2022
£
£
Final paid
58,089
ELGIN BSF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 14 -
9
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
2,034,062
2,034,062
Loans to group undertakings and participating interests
3,872,416
4,048,308
5,906,478
6,082,370
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 April 2022
2,034,062
4,048,308
6,082,370
Repayments
-
(175,892)
(175,892)
At 31 March 2023
2,034,062
3,872,416
5,906,478
Carrying amount
At 31 March 2023
2,034,062
3,872,416
5,906,478
At 31 March 2022
2,034,062
4,048,308
6,082,370
10
Associates
Details of the company's associates at 31 March 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Aura Holdings (Newcastle) Limited
UK
Ordinary
38.00
-
Aura Newcastle Limited
UK
Ordinary
-
30.00
Aura (Newcastle) Holdings Company Limited
UK
Ordinary
-
30.00
Aura (Newcastle) Project Company Limited
UK
Ordinary
-
30.00
Aura (Newcastle) Holdings Company Ph2 Limited
UK
Ordinary
-
30.00
Aura (Newcastle) Project Company Ph2 Limited
UK
Ordinary
-
30.00
ELGIN BSF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 15 -
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
241,887
251,770
Other debtors
1
1
241,888
251,771
Amounts owed by Group undertakings is made up of accrued interest due on loans to participating interests.
12
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
156,920
153,677
Other creditors
235,932
273,985
392,852
427,662
Amounts owed to Group undertakings includes capital repayments of the subordinated debt due to Elgin Infrastructure Limited of £15,542 (2022: £12,648) and interest of £141,378 (2022: £141,029).
Included within other creditors is capital repayments of the subordinated debt due to Cobalt CPI Limited of £135,423 (2022: £163,244) and interest of £100,508 (2022: £110,740).
13
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
2,198,083
2,213,625
Other creditors
1,523,368
1,658,791
3,721,451
3,872,416
Amounts owed to Group undertakings relates to subordinated debt provided by Elgin Infrastructure Limited and bears interest of 12.36% per annum. Capital on the loan is repaid in semi-annual instalments from 31 March 2010 to 31 March 2035. The Coupon on the principal accrues daily and is payable semi-annually. The investment sum was advanced under a subordinated loan agreement and is therefore unsecured, and would rank alongside ordinary creditors in the case of a winding up.
Other creditors relates to subordinated debt provided by Cobalt CPI Limited and bears interest of 12.26% per annum. Capital on the loan is repaid in semi-annual instalments from 31 March 2013 to 31 March 2037. The Coupon on the principal accrues daily and is payable semi-annually. The investment sum was advanced under a subordinated loan agreement and is therefore unsecured, and would rank alongside ordinary creditors in the case of a winding up.
Included within creditors: amounts falling due after more than one year is amounts of £2,554,129(2022: £2,963,967) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
ELGIN BSF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 16 -
14
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A tracker shares of £1 each
403,812
403,812
403,812
403,812
B tracker shares of £1 each
15,000
15,000
15,000
15,000
C tracker shares of £1 each
1
1
1
1
418,813
418,813
418,813
418,813
Elgin Infrastructure Limited holds all A tracker shares. All rights pertaining to Newcastle Schools BSF Project Phase 1 are retained by the A tracker shares in Elgin BSF Limited.
Cobalt CPI Limited holds all B tracker shares. All rights pertaining to Newcastle Schools BSF Project Phase 2 are retained by the B tracker shares in Elgin BSF Limited.
Robertson Capital Projects Investments 2 Limited holds the C tracker share. All rights pertaining to Future Phases of the Newcastle Schools BSF Project are retained by the C tracker share in Elgin BSF Limited.
15
Profit and loss reserves
This reserve records retained earnings and accumulated losses.
16
Related party transactions
During the year subordinated debt interest of £275,346 (2022: £277,786) was payable to Elgin Infrastructure Limited, the immediate parent company. Interest of £141,378 (2022: £141,029) was outstanding at the year end. Subordinated debt payable to Elgin Infrastructure Limited at the year end was £2,213,625 (2022: £2,226,273).
Subordinated debt interest of £212,675 (2022: £229,287) was payable to Cobalt Project Investments Limited during the year. Interest of £100,508 (2022: £110,740) was outstanding at the year end. Subordinated debt payable to Cobalt Project Investments Limited at the year end was £1,658,791 (2022: £1,822,035).
Subordinated debt interest of £488,021 (2022: £507,073) was received during the year by the company from Aura Holdings (Newcastle) Limited, the investment vehicle for the Newcastle BSF project where it is a 30% shareholder. Interest of £241,887 (2022: £251,769) was outstanding at the year end. Subordinated debt receivable from Aura Holdings (Newcastle) Limited at the year end was £3,872,416 (2022: £4,048,308).
17
Parent company
The Company is substantially owned by Elgin Infrastructure Limited which is jointly owned between Cobalt Project Investment Limited and Ednaston Project Investments Limited; There is no ultimate controlling party. Copies of Elgin Infrastructure Limited's financial statements can be obtained from the Company Secretary at Exchange Tower, 11th Floor, 19 Canning Street, Edinburgh, United Kingdom, EH3 8EG.
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