Company registration number 04638901 (England and Wales)
ELGIN HEALTH (ST GEORGE'S) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ELGIN HEALTH (ST GEORGE'S) LIMITED
COMPANY INFORMATION
Directors
MA Donn
JS Gordon
FD Laing
PK Johnstone
Secretary
Resolis Limited
Company number
04638901
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
ELGIN HEALTH (ST GEORGE'S) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17
ELGIN HEALTH (ST GEORGE'S) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their report and the audited Annual Report and financial statements of Elgin Health (St George's) Limited ("the company") for the year ended 31 March 2025.

Principal activities

The principal activities of the company are the finance, operation and maintenance of St George's Hospital, Morpeth, through an agreement with Newcastle, North Tyneside and Northumberland Mental Health NHS Trust. The agreement was entered into under the Government's Private Finance Initiative (PFI) Scheme. The project is in year 20 of its term ending in 2033.

Results and dividends

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

Ordinary dividends were paid amounting to £998,030 (2024: £809,817). A dividend of £1,080,650 was approved on 30 April 2025 by lenders.

Key Performance Indicators

The performance of the company from a cash perspective is assessed six monthly by the testing of the covenants of the senior debt provider. The key indicator being the debt service cover ratio. The company has been performing well and has been compliant with the covenants laid out in the Group loan agreement.

Going Concern

The directors have prepared a detailed model forecast to project completion incorporating the relevant terms of the PFI contract, subcontracts and Credit Agreement and reasonably prudent economic assumptions. This forecast and associated business model, which is updated regularly, predicts that the company will be profitable and will have sufficient cash resources to operate within the terms of the PFI contract, Subcontract and Credit agreement. Therefore, the directors, having considered the financial position of the company and its expected future cash flows for a period of at least 12 months from the date of signing, have prepared the financial statements on a going concern basis. The directors confirm that they do not intend to liquidate the company or cease trading as we consider we have realistic alternatives to doing so.

Directors

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

MA Donn
JS Gordon
FD Laing
PK Johnstone
Financial instruments

Due to the nature of the company's business, the financial risks the directors consider relevant to this company are credit, interest rate, cash flow and liquidity risk. The credit risk is not considered significant as the client is a quasi governmental organisation.

Interest rate risk

The financial risk management objectives of the company are to ensure that financial risks are mitigated by the use of financial instruments. The company uses interest rate swaps to reduce its exposure to interest rate movements. Financial instruments are not used for speculative purposes.

Cash flow and liquidity risk

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

Auditor

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

ELGIN HEALTH (ST GEORGE'S) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

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

Small companies exemption

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

On behalf of the board
MA Donn
Director
28 August 2025
ELGIN HEALTH (ST GEORGE'S) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN HEALTH (ST GEORGE'S) LIMITED
- 3 -
Opinion

We have audited the financial statements of Elgin Health (St George's) Limited (the 'company') for the year ended 31 March 2025 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- Give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis of opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he 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 HEALTH (ST GEORGE'S) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN HEALTH (ST GEORGE'S) LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

- Certain disclosures of Directors' remuneration specified by law are not made; or

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

- The Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

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

Auditor responsibilities for the audit of the financial statements

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

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

ELGIN HEALTH (ST GEORGE'S) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN HEALTH (ST GEORGE'S) LIMITED (CONTINUED)
- 5 -

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

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

- Companies Act 2006;

- UK Corporation Tax legislations;

- Vat legislation;

- United Kingdom Generally Accepted Accounting Practice.

We gained an understanding of how the company is complying with these laws and regulations by making enquires of management and those charged with governance. We corroborated these enquires through our review of submitted returns and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heighted fraud risk in relation to:

- Management override of controls; and

- Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level and reasoning behind the company's procurement of legal and professional services;

- Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

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

- Agreeing a sample of income receipts to supporting documents and bank statements;

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

- Reconciling the finance income and amortisation to the finance debtor reconciliation to ensure allocation methodology is in line with contractual terms and relevant accounting standards;

- Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and

- Agreement of the financial statements 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 are to become aware of it.

ELGIN HEALTH (ST GEORGE'S) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ELGIN HEALTH (ST GEORGE'S) LIMITED (CONTINUED)
- 6 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Fiona Munro (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
United Kingdom
28 August 2025
ELGIN HEALTH (ST GEORGE'S) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
2025
2024
Notes
£
£
Turnover
6,559,337
5,076,630
Cost of sales
(3,589,159)
(2,058,650)
Gross profit
2,970,178
3,017,980
Administrative expenses
(361,866)
(343,623)
Operating profit
2,608,312
2,674,357
Interest receivable and similar income
1,419,437
1,486,405
Interest payable and similar expenses
(1,536,641)
(1,681,477)
Profit before taxation
2,491,108
2,479,285
Tax on profit
(520,187)
(619,641)
Profit for the financial year
1,970,921
1,859,644
Other comprehensive income
Cash flow hedges gain arising in the year
271,176
381,298
Tax relating to other comprehensive income
(68,360)
(95,325)
Total comprehensive income for the year
2,173,737
2,145,617

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

ELGIN HEALTH (ST GEORGE'S) LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 8 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors falling due after more than one year
6
15,517,217
16,988,468
Debtors falling due within one year
6
17,047,757
11,693,174
Cash at bank and in hand
2,187,140
6,281,192
34,752,114
34,962,834
Creditors: amounts falling due within one year
7
(7,996,481)
(7,259,560)
Net current assets
26,755,633
27,703,274
Creditors: amounts falling due after more than one year
8
(18,214,664)
(20,335,156)
Provisions for liabilities
-
0
(2,856)
Net assets
8,540,969
7,365,262
Capital and reserves
Called up share capital
9
324,000
324,000
Hedging reserve
(550,484)
(753,300)
Profit and loss reserves
8,767,453
7,794,562
Total equity
8,540,969
7,365,262

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 28 August 2025 and are signed on its behalf by:
MA Donn
Director
Company registration number 04638901 (England and Wales)
ELGIN HEALTH (ST GEORGE'S) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2023
324,000
(1,039,273)
6,744,735
6,029,462
Year ended 31 March 2024:
Profit
-
-
1,859,644
1,859,644
Other comprehensive income:
Cash flow hedges gains
-
381,298
-
381,298
Tax relating to other comprehensive income
-
(95,325)
-
0
(95,325)
Total comprehensive income
-
285,973
1,859,644
2,145,617
Dividends
-
-
(809,817)
(809,817)
Balance at 31 March 2024
324,000
(753,300)
7,794,562
7,365,262
Year ended 31 March 2025:
Profit
-
-
1,970,921
1,970,921
Other comprehensive income:
Cash flow hedges gains
-
271,176
-
271,176
Tax relating to other comprehensive income
-
(68,360)
-
0
(68,360)
Total comprehensive income
-
202,816
1,970,921
2,173,737
Dividends
-
-
(998,030)
(998,030)
Balance at 31 March 2025
324,000
(550,484)
8,767,453
8,540,969
ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information

Elgin Health (St George's) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.

The principal activities of the c ompany are the finance, operation and maintenance of St George's Hospital, Morpeth, through an agreement with Newcastle, North Tyneside and Northumberland Mental Health NHS Trust. The agreement was entered into under the Government's Private Finance Initiative (PFI) Scheme. The project is in year 20 of its term ending in 2033.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the going concern basis under the historical cost convention and include certain financial instruments at fair value. The principal accounting policies, which have been consistently applied to the years presented unless otherwise states, are set out below.

1.2
Going concern

The directors have prepared a detailed model forecast to project completion incorporating the relevant terms of the PFI contract, subcontracts and Credit Agreement and reasonably prudent economic assumptions. This forecast and associated business model, which is updated true r egularly, predicts that the c ompany will be profitable and will have sufficient cash resources to operate within the terms of the PFI contract, Subcontract and Credit agreement. Therefore, the directors, having considered the financial position of the c ompany and its expected future cash flows for a period of at least 12 months from the date of signing, have prepared the financial statements on a going concern basis. The directors confirm that they do not intend to liquidate the c ompany or cease trading as we consider we have realistic alternatives to doing so.

1.3
Revenue recognition and finance debtor

Turnover represents the services' share of the management services income received by the c ompany for the provision of a PFI (Private Finance Initiative) asset to the customer. This income i s received over the life of the concession period. Management service income is allocated between turnover, finance debtor interest and reimbursement of finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company is obligated to keep cash reserves as at the balance sheet date and 30th September in respect of requirements in the company's funding agreements. This restricted cash balance, which is shown within the cash at bank and in hand balance amounts to £5,005,720 (2024: £5,355,461) as at the balance sheet date.

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.7
Hedge accounting

The c ompany has entered into an arrangement with third parties that is designed to hedge future cash flows arising on variable rate interest loan arrangements, with the net effect of exchanging the cash flows arising under those arrangements for a stream of fixed interest cash flows ("interest rate swaps"). The c ompany has designated that this arrangement is a hedge of another (non-derivative) financial instrument, to mitigate the impact of potential volatility on the c ompany's net cash flows.

To qualify for hedge accounting, documentation is prepared specifying the hedging strategy, the component transactions and methodology used for effectiveness measurement. Changes in the carrying value of financial instruments that are designated and effective as hedges of future cash flows ("cash flow hedges") are recognised directly in a hedging reserve in equity and any ineffective portion is recognised immediately in the Statement of Comprehensive Income. Amounts deferred in equity in respect of cash flow hedges are subsequently recognised in the Statement of Comprehensive Income in the same period in which the hedged item affects net profit or loss or the hedging relationship is terminated and the underlying position being hedged has been extinguished.

The company has elected to early adopt the FRS 102 Interest Rate Benchmark reform Amendment.

1.8
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9

Finance debtor

The c ompany has taken the transition exemption in FRS 102 Section 35.10(i) that allows the c ompany to continue the service concession arrangement accounting policies from previous UK GAAP.

The c ompany is accounting for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the c ompany on the design and construction of the assets have been treated as a finance debtor within these financial statements.

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.10

Borrowings

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

1.11

Lifecycle

The c ompany is responsible for the lifecycle costs associated with its principal activity, however risk here is mitigated by passing on lifecycle risk to a third party facilities management company. Lifecycle costs are accounted for on an accrual basis as disclosed in the indicative lifecycle works program or lifecycle tracker as used by all parties through the operating phase of the concession period, with any underspend included within accruals and creditors due less than one year.

2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements

The judgments (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Hedge accounting and consideration of the fair value of derivative financial instruments

The c ompany uses derivative financial instruments to hedge certain economic exposures in relation to movements in interest rates as compared with the position that was expected at the date the underlying transaction being hedged was entered into. The c ompany fair values its derivative financial instruments and records the fair value of those instruments on its balance sheet. No market prices are available for these instruments and consequently the fair values are determined by calculating the present value of the estimated future cashflows based on observable yield curves. There is also a judgment on whether an economic hedge relationship exists in order to achieve hedge accounting. Appropriate documentation has been prepared detailing the economic relationship between the hedging instrument and the underlying loan being hedged.

Deferred taxation

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

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty are as follows:

Accounting for service concession arrangements

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

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
12,810
For other services
Taxation compliance services
4,495
4,200
4
Employees

The average number of persons employed by the c ompany during the financial year, including the directors, amounted to nil (2024: nil). The directors, who are also key management personnel, did not receive any remuneration from the c ompany during the year (2024: £nil).

5
Financial instruments
2025
2024
Notes
£
£
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
8
733,978
1,005,154

Derivatives are financial instruments that derive their value from the price of an underlying item, such as interest rates or other indices. The c ompany's use of derivative financial instruments is described below.

Interest rate swaps

The c ompany has entered into interest rate swaps with third parties for the same notional amount as the c ompany's variable rate borrowings with banks which has the commercial effect of swapping the variable rate interest coupon on those loans for a fixed rate coupon. The bank loans and related interest rate swaps amortise at the same rate over the life of the loan/swap arrangements. The interest rate swaps were entered into with a base rate of 5.53% in October 2006 and expire in July 2031.

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

The c ompany's derivative financial instruments are carried at fair value. The net carrying value of the derivative financial instruments at 31 March 2025 are set out above. All of the movements during the year in the fair value, net of deferred tax, of these derivative financial instruments have been recorded in the cash flow hedge reserve.

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
250,137
104,094
Corporation tax recoverable
1,403
-
0
Other debtors
5,183,092
963,062
Finance debtor
1,403,457
1,316,494
Unitary charge control account
10,209,668
9,309,524
17,047,757
11,693,174
2025
2024
Amounts falling due after more than one year:
£
£
Finance debtor
15,333,722
16,737,179
Deferred tax asset
183,495
251,289
Total debtors
32,564,974
28,681,642

Included within other debtors is an amount of £4,600,000 (2024: £nil) representing cash placed on deposit with a maturity period exceeding three months at the year end.

The finance debtor represents payments due from Northumberland, Tyne and Wear NHS Foundation Trust in respect of the Project Agreement. These payments are received over the remaining life of the agreement.

7
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
1,835,150
1,579,051
Other borrowings
90,680
109,371
Trade creditors
336,285
727,979
Corporation tax
-
0
209,801
Other taxation and social security
312,923
177,241
Accruals and deferred income
5,421,443
4,456,117
7,996,481
7,259,560

Amounts due to group undertakings consists of interest of £90,680 (2024: £109,371) due on subordinated debt loans.

Included within accruals and deferred income are amounts recognised in respect of future payments due on lifecycle underspend of £4,694,258 (2024: £3,965,183), the timings of which are uncertain.

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
8
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
14,556,110
16,405,426
Other borrowings
2,924,576
2,924,576
Derivative financial instruments
5
733,978
1,005,154
18,214,664
20,335,156

The senior debt due to Bank of Scotland plc is secured by a bond and floating charge over all the assets, rights and undertakings of the c ompany and by a guarantee supported by a bond and floating charge over the assets and undertakings of its parent company. The loan bears interest of 5.534% per annum under a swap agreement entered into by the c ompany. The swap rate is fixed for the duration of the loan. The term loan is repayable under an instalment scheme whereby small repayments are made in the first few years of the loan. The final repayment is due October 2031. Senior debt is stated net of finance costs of £262,428 (2024: £2 27,762). Included within creditors: amounts falling due after more than one year is an amount of £4,862,683 (2024: £7,715,516) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

Subordinated debt provided by Elgin Health (St George's) Holdings Limited bears interest at 15% per annum and is repayable in 2033. Included within creditors: amounts falling due after more than one year is an amount of £2,924,576 (2024: £2,924,576) in respect of subordinated debt liabilities which fall due for payment after more than five years from the reporting date.

9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
324,000
324,000
324,000
324,000
10
Related party transactions

The c ompany is wholly owned by Elgin Health (St George's) Holdings Limited and has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.

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

Elgin Health (St George's) Holdings Limited is owned 70% by Elgin Infrastructure Limited. The c ompany paid £18,924 (2024: £1 8,104) to Elgin Infrastructure Limited for the provision of director services.

Elgin Health (St George's) Holdings Limited is owned 30% by Aberdeen Infrastructure (No.3) Limited. The c ompany paid £1 8,924 (2024: £1 8,104) to Aberdeen Infrastructure (No.3) Limited for the provision of director services. Of this amount, £nil (2024: £4,526) was accrued at year end.

ELGIN HEALTH (ST GEORGE'S) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
11
Parent company

The immediate parent undertaking is Elgin Health (St George's) Holdings Limited, a limited company incorporated in England.

The accounts of Elgin Health (St George's) Holdings Limited can be obtained from C/O Resolis Limited, 1 Park Row, Leeds, LS1 5AB. Elgin Health (St George's) Holdings Limited is owned 70% by Elgin Infrastructure Limited, which is jointly owned between Cobalt Project Investments Limited and Ednaston Project Investments Limited, and 30% by Aberdeen Infrastructure (No.3) Limited. There is no ultimate controlling party.

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