80UC Connect 5.404%

TIDM80UC

RNS Number : 1521H

Connect M77/GSO

30 July 2021

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Connect M77/GSO plc

Annual Report and Financial Statements

for the Year Ended 31 March 2021

Registration number: 04698798

Connect M77/GSO plc

Contents

Strategic Report 1 to 4

Directors' Report 5 to 6

Statement of Directors' Responsibilities 7

Independent Auditor's Report 8 to 13

Profit and Loss Account 14

Balance Sheet 15

Statement of Changes in Equity 16

Notes to the Financial Statements 17 to 28

Connect M77/GSO plc

Strategic Report for the Year Ended 31 March 2021

The Directors present their strategic report for the year ended 31 March 2021.

Principal activity

The Company is incorporated in Great Britain, registered in England and Wales and domiciled in the United Kingdom.

On 7 May 2003 Connect M77/GSO plc signed a contract with East Renfrewshire Council (the "Client") (on behalf of the Scottish Government for the M77 and South Lanarkshire Council and East Renfrewshire Council for the Glasgow Southern Orbital (GSO)) to design, build, finance and operate the M77 from Fenwick to Malletsheugh and the GSO from Malletsheugh to Philipshill, East Kilbride and sections of the A726 and to maintain these roads under a licence over a 32 year period as well as modify certain sections of the A77 (the "Concession

                Agreement").      In  accordance  with            the  Concession Agreement       the                                Company            is  responsible     for operating the roads together with carrying out all of the routine and major life cycle maintenance for the life of the concession. 

The new road sections were opened to the public in April 2005 and the final completion certificate was issued in September 2005.

There have been no changes to the Company's activities in the year under review and none are currently contemplated.

Review of business

The results for the year are set out on page 14. The profit for the year before taxation was GBP231k (2020: GBP242k) and the net liabilities position as at 31 March 2021 was GBP28,880k (2020 : GBP29,057k) for the Company.

The Directors expect the Company to continue its operations for the foreseeable future and the Directors are not aware, at the date of this report, of any major changes in the Company's activities in the next year.

Key performance indicators

A s part of the stewardship of the project the Directors regularly consider Board reports related to the performance of the Company and the information and Key Performance Indicators ("KPI's") contained therein. These include, amongst other things, variance against budget in the financial statements and forward cash flow forecasting and other qualitative and quantitative indicators of performance that, as a whole, provide the basis for the management of the Company.

The Company has set specific business objectives, which are monitored using a number of KPI's. The relevant KPI's for this report are detailed below.

2021 GBP 000

Page 1

Connect M77/GSO plc

Strategic Report for the Year Ended 31 March 2021 (continued)

Principal risks and uncertainties

The Company recognises that effective risk management is fundamental to achieving its business objectives in order to meet its commitments in fulfilling the Private Finance Initiative ("PFI") contract and in delivering a safe and efficient service. Risk management contributes to the success of the business by identifying opportunities and anticipating risks in order to improve business performance and fulfil our contractual obligations.

Credit and cash flow risk

The relevant financial risks to the Company are credit and cash flow risks, which arise from its Client. The credit and cash flow risks are not considered significant as the client is a government organisation.

Interest rate risk

The financial risk management objective of the Company is to ensure that financial risks are mitigated by the use of financial instruments where they cannot be addressed by means of contractual provisions. There are no derivatives, risk is mitigated through a fixed

            rate  loan                       instrument.            Financial    instruments         are  not 
used                 for speculative purposes. 

Liquidity risk

The Company's liquidity risk is principally managed through financing the Company by means of long-term borrowings, with an amortisation profile that matches the expected availability of funds from the Company's operating activities. In addition, the Company maintains reserve bank accounts to provide short-term liquidity against future debt service and other expenditure requirements.

The Company has a net liability position which is caused by the rolled up subordinated debt interest and principal amounts due to the shareholders. This does not cause an issue for going concern since the shareholders have waived their rights to receive interest for the year to 31 March 2022. A s such the Company has the required funds to meet debt obligations as they fall due for the following year.

Contractual relationships

The Company operates within a contractual relationship with its Client. A significant impairment of this relationship could have a direct and detrimental effect on the Company's results and could ultimately result in termination of the concession.

To manage this risk the Company has regular meetings with the Client including discussions on performance, project progress, future plans and customer requirements.

The Directors do not believe that the Company is exposed to any significant Financial Risk. The Company's principal activity as detailed above is low risk as all relationships with the customer, funders and sub-contractors within the Company in which it sits are determined by the terms of the respective contracts.

Brexit

The Directors have considered the consequences to the Company of the United Kingdom having exited the European Union and, as at the date of signing the report, this has not had a significant impact on the Company and it is not anticipated that this will have a significant impact in the future. This is primarily because the Company's contractual agreements, including those which cover its financing, are unlikely to be affected.

Page 2

Connect M77/GSO plc

Strategic Report for the Year Ended 31 March 2021 (continued)

COVID-19

The Directors have considered the potential impacts on the Company of the COVID-19 emergency and, as at the date of signing the report, do not anticipate that this will have a significant impact on the Company's ability to continue as a going concern.

In making this assessment the Directors have considered the Government Guidance, as issued on 2 April 2020: "Supporting vital service provision in PFI/PF2 (and related) contracts during the COVID-19 emergency".

The Directors expect that the Client will adhere to the guidance as issued, and therefore the unitary charge payments will be maintained, and the cash flows of the company are unlikely to be affected. Additionally, the Directors have considered the contingency plans that the Company's supply chain has in place and consider that, in conjunction with the government guidance and taking account of reasonably possible counterparty performance, this will enable services to be maintained.

Accordingly, the Directors continue to adopt the going concern basis in preparing the annual report and financial statements.

Section 172 Companies Act 2006 Statement

The Directors have a duty to promote the success of the Company for the benefit of the shareholders as a whole and to describe how this duty has been performed with regard to those matters set out in Section 172 of the Companies Act 2006 ("Section 172").

The Directors have identified the Company's main stakeholders as the following:

   --     The Company's shareholders, bondholders and credit providers 

Principal considerations of the board are to ensure that the Company is meeting shareholder, credit provider and bondholder expectations regarding its ability to meet its financing obligations. These are discussed at all project board meetings, which are held regularly throughout the year. The board regularly discusses the obligations under the financing contracts, and how to ensure these are fulfilled. In addition, regular meetings are held with the funders, and attended by Directors, to keep them updated on matters as required.

Page 3

Connect M77/GSO plc

Strategic Report for the Year Ended 31 March 2021 (continued)

Throughout the year the board has given due consideration during its discussions and decision-making of the matters set out in Section 172 and below is a description of how the Directors have had regard to these matters when performing their duties:

   a)   the likely consequences of any decision in the long term 

The communication and reporting provided ensure that the board is fully informed and able to make

appropriate decisions.

   b)   the interests of the Company's employees, 

The Company has no employees. The Company does, however, pay due regard to the interests and safety of those wh o perform services on its behalf.

   c)   the need to foster the Company's business relationships with suppliers, customers and others 

The Company has regular meetings with the Client, including discussions on performance, project processes,

future plans and customer requirements. The Company ensures that regular communication is maintained between the parties to ensure that all obligations are met.

   d)   the impact of the Company's operations on the community and the environment 

The Company is committed to minimising environmental disruption from its activities.

e) the desirability of the Company maintaining a reputation for high standards of business conduct

The Company is committed in its day to day activities and dealings with all parties to uphold the highest

standard of business conduct and integrity.

   f)   the need to act fairly as between members of the Company 

The members of the Company are represented at board meetings by their appointed directors. Conflicts on matters to be discussed are identified at each meeting of the board. Directors representing a member with a conflict of interest may therefore be excluded from any discussion or vote in regard to it.

The Directors are cognisant of their duty under Section 172 in their deliberation as a board on all matters. Decisions made by the board consider the interest of all the Company's key stakeholders and reflect the board's belief that the long-term sustainable success of the Company is linked directly to its key stakeholders.

Future developments

The Directors expect the general level of activity to remain stable in the forthcoming year. There have been no other changes to the Company's activities in the year under review and no others are currently contemplated.

Approved by the Board on .................... and signed on its behalf by:

......................................... M P Mageean

Director

Page 4

Connect M77/GSO plc

Directors' Report for the Year Ended 31 March 2021

The Directors present their annual report together with the audited financial statements for the year ended 31 March 2021.

The following information has been disclosed in the Strategic Report:

   --     Principal activities and business review 
   --     Key performance indicators 
   --     Principal risks and uncertainties 
   --     Indication of likely future developments in the business 

Going concern

The current economic conditions create some general uncertainty. The Directors have reviewed the Company's supply chain and do not believe that any specific risk has been identified. The Directors have also considered the ability of the Client to continue to pay unitary fees due under the concession contract to the Company and do not consider this to be a material risk. The Company's forecasts and projections, taking account of reasonably possible counterparty performance, show the Company expects to be able to continue to operate for the full term of the concession.

After making enquiries, as further elaborated in the Strategic Report, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Results and dividends

The audited financial statements for the year ended 31 March 2021 are set out on pages 14 to 28. The profit for the year after tax was GBP177k (2020: GBP82k).

The Directors declared and paid dividends of GBPNil (2020: GBPNil) The Directors expect the Company to continue its operations for the foreseeable future.

Directors of the Company

The directors wh o held office during the year were as follows:

D W Bowler (until 21 July 2020)

M J Edwards

M P Mageean

A M Mughal (appointed 7 May 2020)

Disclosure of information to the auditors

The Directors wh o held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's

Auditor is unaware; and each Director has taken all steps that they ought to have taken to make himself/herself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

Page 5

Connect M77/GSO plc

Directors' Report for the Year Ended 31 March 2021 (continued)

Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.

Approved by the Board on .................... and signed on its behalf by:

.........................................

M P Mageean

Director

   Registered office            6th Floor 

350 Euston Road

Regent's Place London

NW1 3AX

Page 6

Connect M77/GSO plc

Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements

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 they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 for that period. In preparing these financial statements, the Directors are required to:

   --     select suitable accounting policies and apply them consistently; 
   --     make judgements and estimates that are reasonable and prudent; 

-- state whether applicable UK Accounting Standards have been followed, subject to any material departures

disclosed and explained in the financial statements;

-- assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to

going concern; and

-- use the going concern basis of accounting unless they either intend to liquidate the Company or to cease

operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement,

             whether   due   to        fraud       or                        error,        and  have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. 

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, and Directors' Report that complies with that law and those regulations.

Page 7

Connect M77/GSO plc

Independent Auditor's Report to the Members of Connect M77/GSO plc

1. Our opinion is unmodified

We have audited the financial statements of Connect M77/GSO plc (the 'Company' ) for the year ended 31 March 2021, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and related notes, including the accounting policies in note 1.

In our opinion the financial statements:

-- give a true and fair view of the state of the Company's affairs as at 31 March 2021 and of its profit for the

year then ended;

-- have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial

Reporting Standard applicable in the UK and Republic of Ireland ; 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 are described below . We believe that the audit evidence w e have obtained is a sufficient and appropriate basis for

            our         opinion.            Our    audit  opinion   is  consistent           with        our 
       report to                   the Directors. 

We were first appointed as auditor by the directors on 17 October 2016. The period of total uninterrupted engagement is for the five financial years ended 31 March 2021 . We have fulfilled our ethical responsibilities under, and w e remain independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from 2020), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and w e do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matter was as follows:

Service revenue recognition

Risk vs 2020:

(GBP3,637k; 2020: GBP2,763k)

Refer to page 19 (accounting policy) and page 22 (financial disclosures).

The risk

The amount of service revenue recognised is calculated via a mark-up being applied to costs incurred during the year. The mark-up is determined from a long-term financial model which acts as a long-term forecast of the revenues and costs to be incurred on the project. A significant portion of the service provision and the associated performance risk are outsourced to subcontractors with costs contractually agreed over the life of the contract. Lifecycle replacement risk remains with the Company and is a significant estimate.

A fraud risk exists as management could manipulate the amount of revenue recognised either through amending the future forecast assumptions, particularly through the lifecycle costs which are a key estimate (see note 2 for details) and hence change the mark-up applied to the costs on which revenue is recognised or by applying the mark-up to costs which are not related to the provision of the services under the concession contract.

Page 8

Connect M77/GSO plc

Independent Auditor's Report to the Members of Connect M77/GSO plc (continued)

Our response

Our procedures included:

-- Service revenue recalculation: We recalculated service revenue based upon the costs incurred which relate

to provision of services under the concession contract using the mark-up determined in the financial forecasts and compared this to the amounts recorded.

-- Comparing forecasts : We challenged the appropriateness of cost estimates and assessed whether estimates showed any evidence of management

bias. Our challenge was based upon our assessment

of historical accuracy of the Company's forecasts through comparison of current year actual costs, a sample of which have been verified to supplier invoices, versus prior year forecast, comparison of forecast cost estimates in current year versus the prior year and expectations based on our knowledge of the Company and experience of the industry in which it operates.

We performed the tests above rather than seeking to rely on any of the company's controls because the nature of the balance meant that detailed testing is inherently the most effective means of obtaining audit evidence.

Our results

The results of our testing were satisfactory, and we considered the amount of revenue recognised to be acceptable (2020: acceptable).

Going concern

Risk vs 2020:

Refer to page 18 (accounting policy).

The risk

Disclosure quality

The financial statements explain how the Board has formed a judgement that it is appropriate to adopt the going concern basis of preparation for the Company.

That judgement is based on an evaluation of the inherent risks to the Company's business model and how those risks might affect the Company's financial resources or ability to continue operations over a period of at least 12 m onths from the date of approval of the financial statements.

The risks most likely to adversely affect the Company's available financial resources over this period is the impact of Covid-19 on contract performance, subcontractor failure and compliance with borrowing covenants.

Our response

Our procedures included:

-- Our sector experience: We critically assessed the directors' going concern assessment,

including   the 

reasonableness of the key assumptions used in cash flow forecasts and the level of downside sensitivities applied using our knowledge of Covid-19 scenarios being applied by other entities.

-- Evaluating directors' intent: We evaluated the achievability of the actions the Directors consider they

w ould take to improve the position should the risks materialise.

-- Assessing transparency: We assessed the accuracy and completeness of the matters covered in the going

concern disclosure.

Our results

We found the going concern disclosure without any material uncertainty to be acceptable (2020 result: acceptable).

Page 9

Connect M77/GSO plc

Independent Auditor's Report to the Members of Connect M77/GSO plc (continued)

3. Our application of materiality and an overview of the scope of our audit

Materiality for the financial statements as a whole was set at GBP1,380,000 (2020: GBP1,400,000) determined with reference to a benchmark of total assets, of which it represents 1% (2020: 1%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole.

Performance materiality was set at 75% (2020: 75%) of materiality for the financial statements as a whole, which equates to GBP1,035,000 (2020: GBP1,050,000).

We agreed to report to the Board of Directors any corrected or uncorrected identified misstatements exceeding GBP69,000 (2020: GBP70,000), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the materiality level set out above and was performed remotely.

4. Going concern

The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").

A n explanation of how w e evaluated management's assessment of going concern is set out in the related key audit matter in section 2 of this report.

Our conclusions based on this work:

-- w e consider that the Directors' use of the going concern basis of accounting in the preparation of the

financial statements is appropriate;

-- w e have not identified, and concur with the Directors' assessment that there is not, a material uncertainty

related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.

However, as w e cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

5 Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (fraud risks) w e assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

-- Enquiring of directors and management as to the Company's high-level policies and procedures to prevent

and detect fraud, and the Company's channel for whistleblowing, as well as whether they have knowledge of any actual, suspected or alleged fraud;

   --     Reading Board meeting minutes; and 
   --     Using analytic procedures to identify unusual or unexpected relationships. 

Page 10

Connect M77/GSO plc

Independent Auditor's Report to the Members of Connect M77/GSO plc (continued)

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

A s required by auditing standards, we

perform procedures to address the risk of management

override of controls and the risk of fraudulent revenue recognition, the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as cash flow assumptions in the operating model.

We did not identify any additional fraud risks.

We performed procedures including:

-- Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified

entries to supporting documentation. These included those posted to seldom used accounts, unusual accounts combinations and period end adjustments; and

   --     Assessing significant accounting estimates for bias. 

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards) and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation),

distributable profits legislation and taxation legislation and w e assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Whilst the Company is subject to many other laws and regulations, w e did not identify any others where the consequences of non-compliance alone could have a material effect on amounts or disclosures in the financial statements.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that w e may not have detected some material misstatements in the Financial Statements, even though w e have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions

                 reflected in    the        Financial                Statements,  the  less             likely 

the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Page 11

Connect M77/GSO plc

Independent Auditor's Report to the Members of Connect M77/GSO plc (continued)

6. We have nothing to report on the other information in the Annual Report

The Directors are responsible for the other information presented in the Annual Report together with

the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, w e do not express an audit opinion or, except as explicitly stated below , any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein

is        materially                     misstated       or    inconsistent  with       the financial statements or our audit knowledge. Based solely on that work w e have not identified material misstatements in the other information. 

Strategic Report and Directors' Report

Based solely on our work on the other information:

-- w e have not identified material misstatements in the Strategic Report and the Directors' Report;

-- in our opinion the information given in those reports for the financial year is consistent with the financial

statements; and

   --     in our opinion those reports have been prepared in accordance with the Companies Act 2006. 

7. We have nothing to report on the other matters on which we are required to report by exception

Under the Companies Act 2006 w e are required 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 
   --     w e have not received all the information and explanations w e require for our audit. 

We have nothing to report in these respects.

8. Respective responsibilities

Directors' responsibilities

A s explained more fully in their statement set out on page 7, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

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 other irregularities (see below), or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the

     FRC's      website       at   www .frc.org.uk/auditorsresponsibilities . 

Page 12

Connect M77/GSO plc

Independent Auditor's Report to the Members of Connect M77/GSO plc (continued)

9. The purpose of our audit work and to whom we owe our responsibilities

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 w e might state to the Company's members those matters w e are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, w e 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 w e have formed.

......................................

Tom Eve (Senior Statutory Auditor)

For and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants

15 Canada Square

London

E14 5GL

Date:.............................

Page 13

Connect M77/GSO plc

Profit and Loss Account for the Year Ended 31 March 2021

2020 GBP 000

Turnover

  6                             3,637                         2,763 Cost of sales 
(3,128)                      (2,566) Gross profit 
                                                                         509                            197 Administrative expenses 
                      (379)                           (65) Operating profit 

130

           132 Interest receivable and similar income                                                      7 
                         9,128                         9,469 Interest payable and similar expenses 
                                        8                            (9,027)                      (9,359) Profit before tax                                                                                                                                231                            242 Taxation                                                                                                          9                                (54)                          (160) Profit for the financial year                                                                                                            177                               82 

The above results were derived from continuing operations.

The Company has no recognised gains or losses for the year other than the results above. Accordingly no statement of comprehensive income is presented.

The notes on pages 17 to 28 form an integral part of these financial statements. Page 14

Connect M77/GSO plc

(Registration number: 04698798) Balance Sheet as at 31 March 2021

Note

2021 GBP 000

2020 GBP 000

Non current assets

Financial asset 11 113,735 117,292 Current assets

Debtors 12 292 1,683 Financial assets 11 3,119 2,960 Cash at bank and in hand 20,851 18,702

24,262 23,345 Creditors : Amounts falling due within one year 13 (7,894) (7,523)

Net current assets

                         16,368                      15,822 Total assets less current liabilities 

130,103 133,114 Creditors : Amounts falling due after more than one year 13 (157,413) (160,557) Deferred tax liabilities 10 (1,570) (1,614) Net liabilities (28,880) (29,057)

Capital and reserves

Called up share capital 16 50 50 Profit and loss account (28,930) (29,107) Total equity (28,880) (29,057)

Approved and authorised by the Board on .................... and signed on its behalf by:

......................................... M P Mageean

Director

The notes on pages 17 to 28 form an integral part of these financial statements. Page 15

Total GBP 000

A t 1 April 2019 50 (29,189) (29,139) Total comprehensive income - 82 82 A t 31 March 2020 50 (29,107) (29,057)

Called up share capital GBP 000

The notes on pages 17 to 28 form an integral part of these financial statements. Page 16

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021

   1    Accounting policies 

Connect M77/GSO plc (the 'Company') is a company limited by shares and incorporated, domiciled and registered in England and Wales in the UK. The registered number is 04698798 and the registered address is 6th Floor, 350 Euston Road, Regent's Place, London , NW1 3AX .

A summary of the principal accounting policies of the Company, all of which have been applied consistently throughout the current and preceding year, is set out below.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") and the Companies Act 2006. The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest GBP1,000, unless otherwise stated.

The Company's immediate parent undertaking, Connect M77/GSO Holdings Limited, includes the Company in its consolidated financial statements. The consolidated financial statements of Connect M77/GSO Holdings Limited are available to the public and may be obtained from the address in note 18.

In these financial statements, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:

   --     Cash Flow Statement and related notes; and 
   --     Key Management Personnel compensation. 

A s the consolidated financial statements of Connect M77/GSO Holdings Limited include the equivalent disclosures, the Company has also taken the exemptions under FRS 102 available in respect of the following disclosures:

   --     Certain disclosures required by FRS 102.26 Share Based Payments; and 

-- Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial

Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1 of the Companies Act 2006.

Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 2.

Measurement convention

The financial statements are prepared on the historical cost basis, except that financial instruments classified as fair value through profit or loss are stated at their fair value.

Page 17

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

   1    Accounting policies (continued) 

Going concern

The Company's business activities, together with the factors likely to affect its future development and position, are set out in the Strategic Report and Directors' Report.

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

The Directors have prepared cash flow forecasts covering a period of 15 months from the date of approval of these financial statements which indicate that, taking account of severe but plausible possible downsides, the Company will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statement (the going concern period). Those forecasts are dependent on the underlying customer continuing to meet its obligations under the Project Agreement which are underwritten by The Cabinet Ministers.

In making this assessment the Directors have considered the potential impact of the emergence and spread of COVID-19.

The Company's operating cash inflows are largely dependent on unitary charge receipts receivable from East Renfrewshire Council and the Directors expect these amounts to be received even in severe but plausible possible downside scenarios. The Company's unitary receipts due since the start of the pandemic in March 2020 to date have been received on time in the normal fashion from East Renfrewshire Council.

The contract is an availability-based project. The Company continues to provide the asset in accordance with the contract and the asset is available to be used. A s a result, the Company does not believe there is any likelihood of a material impact to the unitary payment.

The Directors have assessed the viability of its main sub-contractors and reviewed the contingency plans of the sub-contractors and are satisfied in their ability to provide the services in line with the contract without significant additional costs to the Company, even in downside scenarios, due to the underlying contractual terms. To date, there has been no adverse impact on the services provided by the Company or its sub-contractors arising from COVID-19. However, in the unlikely event of a subcontractor failure, the Company has its ow n business continuity plans to ensure that service provision will continue.

The Directors believe the Company has sufficient funding in place and expect the Company to be in compliance with its debt covenants even in severe but plausible downside scenarios.

Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Page 18

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

   1    Accounting policies (continued) 

Turnover

In the operational phase, revenue is recognised by allocating a proportion of total unitary income receivable over the life of the project to service costs by means of a deemed constant rate of return on these costs. Revenue is recognised by applying a 5% mark-up on the operational costs, representing the fair value of operational services.

Finance costs

Finance costs in relation to the fixed rate senior secured bonds and the secured loan stock are recognised using the effective interest rate method under FRS 102 whereby expected interest over the life of the project is spread and recognised in each period.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and

liabilities are not recognised if the temporary difference arises      from        the    initial recognition of    goodwill       or  from the     initial             recognition           (other  than   in a        business combination)              of           other    assets     and             liabilities   in 

a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet 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 based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date.

Page 19

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

   1    Accounting policies (continued) 

Financial instruments

Classification

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised

             cost         using             the                 effective  interest      method, reduced       by allowances for estimated irrecoverable amounts and expected credit losses in the case of trade debtors. 

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Term loans are initially stated at the amount of the net proceeds after deduction of related issue costs. The carrying amount is increased by the finance cost in respect of the accounting period and reduced by payments made in the period.

Secured subordinated debt is initially stated at the amount of the net proceeds after deduction of related issue costs. The carrying amount is increased by the finance cost in respect of the accounting period and reduced by payments made in that period.

Investments realisable within one year held by the Company represent amounts held on deposit with a financial institution which are not available for withdrawal without penalty in under 24 hours. Investments realisable within one year are stated at amortised cost with the interest receivable being recognised at a constant rate over the life of the investment.

Cash and cash equivalents comprise cash balances and call deposits.

Impairment

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

A n impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company w ould receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Page 20

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

   2    Critical accounting estimates and judgem ents 

Judgements

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.

Service concession arrangement

The Company accounts for the project as a service concession arrangement. The directors have used their judgement in selecting the appropriate accounting basis for the concession. The directors use their judgement in selecting the appropriate financial asset rate to be applied in order to allocate the income received between revenue, and capital repayment of and interest income on the financial asset; and also the service margin currently 5% that is used to recognise service revenue. The directors have also used their judgement in assessing the appropriateness of the future maintenance costs that are included in the Company's forecasts. The directors will continue to monitor the condition of the assets and undertake a regular review of maintenance spend.

   3    Auditors' remuneration 

The audit fee for the Company amounted to GBP28k (2020: GBP24k).

There were no non-audit fees (2020: GBPnil).

   4    Directors' remuneration 

The Directors received an insignificant amount of salary, fees, or other benefits in the performance of their duties in respect of the Company in the current or prior year.

   5    Staff costs 

All staff costs are borne by Balfour Beatty Investments Limited, which seconds its employees to the Company and charges related service costs. The Company had no employees during the current or prior year.

Page 21

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

   6    Analysis of turnover 

Turnover by origin and destination from the Company's principal activity

2020 GBP 000

UK 3,637 2,763

   7    Interest receivable and similar incom e 

2020 GBP 000

Interest income on financial assets 9,119 9,377 Interest on bank accounts and deposits 9 92 9,128 9,469

   8    Interest payable and other expenses 

2020 GBP 000

Secured bond interest 7,049 7,298 Secured loan stock interest 1,978 2,061 9,027 9,359

   9    Taxation 

Tax charged/(credited) in the income statement

2021 GBP 000

2020 GBP 000

Current taxation

UK corporation tax 98 96 Deferred taxation

Arising from origination and reversal of timing differences

(54)                            (51) Arising from changes in tax rates and laws 

- 182 Arising from adjustments to prior periods 10 (67) Total deferred taxation (44) 64 Tax expense in the income statement 54 160

Page 22

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

   9    Taxation (continued) 

2020 GBP 000

Profit before tax

231 242 Corporation tax at standard rate 44 46 Effect of expense not deductible in determining taxable profit (tax loss) - (1) Deferred tax expense relating to changes in tax rates or laws - 182 Deferred tax expense/(credit) from recognised temporary difference

from a prior period 10 (67) Total tax charge 54 160

The Company earns its results primarily in the UK, therefore the tax rate used for tax on profit on ordinary activities is the current UK corporation tax rate of 19% (2020: 19%).

For the year end 31 March 2021, a corporation tax rate of 19% has been applied in line with rates enacted by the Finance Act 2020 which was enacted on 22 July 2020.

10 Deferred tax asset/(liability)

2020 GBP 000

A t 1 April (1,614) (1,550) Credited / (Charged) to income statement 44 (64) A t 31 March (1,570) (1,614)

The deferred tax balance relates to capitalised interest.

On 4 March 2021 the UK Government announced an intention to increase the rate of corporation tax to 25% with effect from 1 April 2023. This was substantively enacted on 24 May 2021 and hence the Company's deferred tax balances will be reassessed at that time. The impact of this rate change would have been an increase of around GBP496k to the Company's deferred tax liabilities as at 31 March 2021 if the tax increase had been substantively enacted by that date.

Page 23

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

11 Financial asset

2020 GBP 000

Balance brought forward

               120,252                    122,454 Service income received in the year 
                                                           (16,005)                    (14,955) Operating revenues                                                                                                                       2,891                         2,589 Lifecycle replacement costs                                                                                                           597                            787 Notional interest                                                                                                                            9,119                         9,377 

Balance carried forward 116,854 120,252

Financial asset comprising:

2021 GBP 000

12 Debtors

2020 GBP 000

Trade debtors 103 1,515 Prepayments and accrued income 189 168

   292                         1,683 

13 Creditors

2021 GBP 000

2020 GBP 000

Due within one year

Fixed rate senior secured bonds

5,306 4,808 Accruals and deferred income 2,337 1,999 VAT payable 231 652 Corporate tax liability 20 64

   7,894                         7,523 

Due after one year

Fixed rate senior secured bonds 112,596 117,718 Secured loan stock 14,865 14,865 Secured loan stock interest 29,952 27,974

   157,413                    160,557 

Page 24

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

13 Creditors (continued)

Fixed rate guaranteed senior secured bonds due 2034 of GBP152,429k were issued on 7 May 2003. The bonds have been unconditionally and irrevocably guaranteed by Syncora Guarantee (UK) Limited (formerly XL Capital Assurance (UK) Limited) for payment of principal and interest.

Interest on the bonds is payable semi-annually in arrears on 31 March and 30 September in each year at a fixed rate of 5.404% per annum commencing on 30 September 2003.

Unless previously redeemed or purchased and cancelled, the bonds will mature on 31 March 2034 and are subject to redemption in part from, and including, 30 September 2006 in accordance with the amortisation schedule set out in the bonds offering circular.

The secured loan stock bears interest at 12.1% per annum and accrues from the date of final completion, with the final instalment due in 2035, or as the Company elects, but subject to certain restrictions in the collateral deed. The secured loan stock issued by the Company is held by the Company's immediate parent company. The Company's immediate parent company has waived its right to receive interest within 12 months for the years ending 31 March 2020 and 31 March 2021.

All borrowings contain either a fixed or varying security interest over the assets of the Company, as defined by an intercreditor agreement. The bonds have certain covenants attached.

Fixed rate guaranteed senior secured bonds are stated net of unamortised issue costs of GBP1,622k (2020: GBP1,806k). The Company incurred total issue costs of GBP4,403k in respect of the fixed rate bonds. These costs, together with the interest expense, are allocated to the profit and loss amount over the term of the bonds. Interest is calculated using the effective interest rate method.

The Company has committed borrowing facilities available of GBP167,294k which have been fully draw n as at 31 March 2021 (2020 : GBP167,294k).

Page 25

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

14 Loans and borrowings

Loans not wholly repayable within five years:

2020 GBP 000

Fixed rate guaranteed senior secured bonds 119,524 124,332 Secured loan stock 14,865 14,865

   134,389                    139,197 

Analysis of maturity of debt:

2021 GBP 000

15 Financial instruments

Capital risk management

The Company manages its capital to ensure its ability to continue as a going concern, to meet the requirements of its collateral deed and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company comprises equity attributable to equity holders consisting of ordinary share capital and profit and loss account and cash and cash equivalents and borrowings. The Company has complied with capital requirements imposed by the collateral deed throughout the year. There have been no changes in the Company's management of capital from previous years.

The principal risks and uncertainties faced are highlighted in the strategic report on page 2.

The Company has the following financial instruments:

2021 GBP 000

Page 26

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

16 Share capital

Allotted, called up and fully paid shares

2021 2020 No. GBP No. GBP

Ordinary shares of GBP1 each 50,000 50,000 50,000 50,000

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

The Company's other reserves are as follows:

   --     The profit and loss reserve represents cumulative profits or losses, net of dividends paid. 

17 Related party transactions Transactions during the year

2021 GBP 000

Balfour Beatty Civil Engineering - operation and maintenance 3,617 Balfour Beatty Investments - staff secondment charges 243

3,860 2020

GBP 000 Balfour Beatty Civil Engineering - operation and maintenance 3,824 Balfour Beatty Investments - staff secondment charges 241

4,065

2021 GBP 000

Balfour Beatty Civil Engineering - operation and maintenance 263 Balfour Beatty Investments - staff secondment charges 1,277

1,540 2020

GBP 000 Balfour Beatty Civil Engineering - operation and maintenance 203 Balfour Beatty Investments - staff secondment charges 1,035

1,238

Page 27

Connect M77/GSO plc

Notes to the Financial Statements for the Year Ended 31 March 2021 (continued)

18 Parent and ultimate parent undertaking

The company's immediate parent is Connect M77/GSO Holdings Limited, incorporated in the United Kingdom and registered in England and Wales.

The ultimate parent is Balfour Beatty plc and BIIF LP (acting by its manager, 3i BIFM Investments Ltd), incorporated in the United Kingdom and registered in England and Wales.

The largest and smallest group in which the results of Connect M77/GSO plc are consolidated is Connect M77/GSO Holdings Limited, copies of whose financial statements are available from Level 6, 350 Euston Road, London, NW1 3AX.

19 Subsequent events

A s at the date of the approval of these accounts, there were no material post balance sheet events arising after the reporting date.

Page 28

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August 02, 2021 02:00 ET (06:00 GMT)