Company registration number 04180439 (England and Wales)
DUDLEY SUMMIT PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
DUDLEY SUMMIT PLC
COMPANY INFORMATION
Directors
Martin Smith
Matthew Templeton
Cameron McLure
(Appointed 31 January 2025)
Secretary
Resolis Limited
Company number
04180439
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
Clava House
Cradlehall Business Park
Inverness
IV2 5GH
DUDLEY SUMMIT PLC
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 13
Statement of comprehensive income
14
Statement of financial position
15
Statement of changes in equity
16
Notes to the financial statements
17 - 24
DUDLEY SUMMIT PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Review of the business

The company was established on 15 March 2001 to issue £71,000,000 Index-linked guaranteed secured bonds due September 2038 and to borrow funds from European Investment Bank for the purpose of lending funds to Summit Healthcare (Dudley) Limited ("Projectco"). These funds were arranged to fund a Private Finance Initiative (PFI) concession contract with the Dudley Group of Hospitals NHS Trust to design, build, refurbish, finance and operate various hospital facilities in Dudley, West Midlands.

 

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

 

There have not been any changes in the company's activities in the year under review, and the directors are not aware, at the date of this report, of any likely changes in the next year.

 

As shown in the company's statement of comprehensive income on page 14, the company made no profit or loss in the year and this result was unchanged from last year. The statement of financial position on page 15 of the financial statements also shows that the company's financial position at the year end has not changed.

 

The company's operations are managed under the supervision of its shareholders and lenders and are largely determined by the detailed terms of the PFI contract.

 

In addition, the company has credit agreements in place with its lenders which state the level of borrowing and repayments due, subject to RPI inflation, until the loan and bonds are fully repaid by 2038. These agreements subject the company to various covenants. The PFI contract and related subcontracts are fixed subject to RPI inflation for the life of the contract and this enables the company to have reasonable certainty over its income and expenditure for this period. The company remains in compliance with all covenants.

 

However, as noted in previous years, the decline in the credit rating of AMBAC (the Monoline Guarantor) during November 2008 led to its 'Loss of Qualifying Status' under the agreement with the European Investment Bank (EIB) and also represents a 'Guarantor Event of Default'. The EIB continues to hold the right to request a replacement guarantor. If a replacement were requested and not provided within 45 days of the request, the EIB would have the right to call in their loan. The EIB has been levying an additional 'default' interest charge since the downgrade of AMBAC but has not made any request for a replacement guarantor. Whilst the EIB has reserved its right to request a replacement guarantor, the directors have not received any indication that this right would be exercised.

 

Going Concern

 

As the underlying project outlook is profitable and revenue is being generated from a long-term government contract, the directors are confident that there will be no changes to the situation outlined above and in any event are confident that alternative replacement funding could be arranged if required.

 

Therefore, the directors, having considered the financial position of the company and its expected future cash flows, have prepared the financial statements on the going concern basis.

Principal risks and uncertainties

The company's principal activity as detailed above is risk averse as the group's trading relationships with its customer and funders are determined by the terms of their respective detailed PFI contracts. Its main exposure is to financial risks as detailed in the financial instruments and financial risk management sections below.

 

One of the risks of the company is that the group's services may not be able to continue due to the financial failure of one of the group's subcontractors. The financial stability of the facilities management company is being monitored. The directors have reviewed the benchmarking information on the facilities management contract fee and are comfortable that this is a market rate which would enable replacement of the subcontractor for a similar fee.

DUDLEY SUMMIT PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Key performance indicators

The company does not have any key performance indicators as it is a financing company. The sister company monitors key performance indicators as follows:

 

The level of performance and availability deductions arising from failures to achieve specified levels of contract service is a key performance indicator. These are reported quarterly to the Board. Key indicators of performance revolve around penalties imposed for unavailability of hospital areas or for sub-standard delivery of operational services. Performance in this area during the year was deemed to be satisfactory.

 

Another key indicator is the ratio of the operating cash flow to the senior debt service amount as the lenders seek confirmation that there is no risk to the ability of the company to meet its debt obligations, both currently and in the future. The ratio is tested at six-monthly intervals and each time it has been to the satisfaction of the senior debt provider.

 

The group's operations are managed under the supervision of its shareholders and funders and are largely determined by the detailed terms of the PFI contract. For this reason the directors believe that further key performance indicators of the group are not necessary or appropriate for an understanding of the performance or position of the business.

Financial instruments and financial risk management

 

The company's financial instruments comprise guaranteed secured bonds and a committed term loan facility. The proceeds of both the bonds and the loan, net of issue costs, were loaned to Summit Healthcare (Dudley) Limited, a fellow subsidiary undertaking of Summit Holdings (Dudley) Limited. The main purpose of these investments is to finance the design, build and operation of various hospital buildings under the Government's Private Finance Initiative.

 

The main risks arising from the company's financial instruments are interest rate, liquidity, and credit risk. The board has policies for managing each of these risks and they are summarised below.

 

Interest rate and liquidity risk

The company has mitigated its interest rate and liquidity risk by the loan of the proceeds to its fellow subsidiary company. The company borrows at a fixed rate of interest, subject to RPI inflation, and receives interest at the same rate from its fellow subsidiary. Due to the nature of the project, cash flows are reasonably predictable and so, subject to the matter regarding the downgraded credit rating of AMBAC and the impact on the EIB loan as detailed on page 1, this is not a major risk area for the company.

 

Credit risk

The company's credit risk is primarily attributable to the ability of its fellow subsidiary to service its debt obligations. As the fellow subsidiary receives the bulk of its revenue from an NHS Trust its own credit risk is significantly reduced, resulting in reduced risk for this company. Cash investments held by the fellow subsidiary are with institutions of a suitable credit quality.

DUDLEY SUMMIT PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Statement in respect of Section 172(1) of the Companies Act 2006

The Board of Directors of the company, both individually and collectively, consider they have acted appropriately and in such a way as to promote the long-term success of the company for the benefit of its members as a whole.

 

Neither the company nor Projectco have any direct employees as the companies are managed under a Managed Service Agreement. The Board of Directors is satisfied that those people employed under the MSA are appropriately qualified and have the support systems in place to carry out their role. The directors are engaged with each team under the MSA to ensure the ongoing management of the underlying contracts of the company and they work collaboratively with the teams to achieve success.

 

Projectco is a special purpose company which has a finite lifespan with a defined set of obligations under Concession Agreements. The project company delivers its objectives through effective relationships with the group's stakeholders including lenders, suppliers and customers. This is affected by regular reporting and reviews with suppliers and customers to ensure delivery of the project company's objectives, whilst considering those stakeholders' needs. The directors of Projectco meet regularly to review strategies for effective risk mitigation and service delivery in the context of its impact on all stakeholder interests, including shareholders, lenders, suppliers, customers and the wider community.

 

Due to the nature of Projectco's operations, their impact on the community and environment is of paramount importance to Projectco's success. Operating safely is the company and Projectco's primary objective and is as such integrated in everything they undertake. A safe environment is managed through effective leadership, implementation of robust policies, procedures and instructions, safety management review processes both internally and externally with relevant stakeholders, reporting, audit and monitoring. An independent safety advisor is appointed by Projectco, who reports directly to the Board of Directors.

 

Projectco delivers contracts to support essential services to the public sector and takes its responsibility for ensuring that an appropriate environment is managed and maintained extremely seriously, ensuring the highest quality service is delivered from the assets under its management.

 

Post balance sheet events

 

There have been no significant events since the statement of financial position date.

On behalf of the board

Matthew Templeton
Director
30 September 2025
DUDLEY SUMMIT PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company continued to be that of provision of finance to other group companies to operate certain facilities and to provide non-clinical services at hospital facilities in Dudley, West Midlands.

Results and dividends

The results for the year are set out on page 14.

No ordinary dividends were paid (2024: £Nil). The directors do not recommend payment of a final dividend (2024: £Nil).

Directors

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

Martin Smith
Christopher Solley
(Resigned 31 January 2025)
Matthew Templeton
Cameron McLure
(Appointed 31 January 2025)
Directors' interests

None of the directors during the year or at 31 March 2025 held any interests in the share capital of the company.

Auditor

In accordance with Section 485 of the Companies Act 2006, a resolution proposing that Johnston Carmichael LLP be reappointed as auditor to the company will be put to a General Meeting.

Energy and carbon report

The company recognises the importance of its environmental responsibilities, monitors its impact on the environment, and implements policies via its subcontractors to reduce any damage that might be caused by the company's activities. The company itself has no direct employees, and all work is carried out via contracts with third parties. As such, the company has not consumed more than 40,000 kWh of energy in this reporting period and qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of Financial instruments and financial risk management, and Post balance sheet events.

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.

 

DUDLEY SUMMIT PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
On behalf of the board
Matthew Templeton
Director
30 September 2025
DUDLEY SUMMIT PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -

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:

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.

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 7 -

Opinion

We have audited the financial statements of Dudley Summit PLC (“the Company”), for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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, as applied to listed public interest entities, 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.

Our approach to the audit

We planned our audit by first obtaining an understanding of the company and its environment, including its key activities delegated by the Board to relevant approved third-party service providers and the controls over provision of those services.

We conducted our audit using information maintained and provided by Resolis Limited (the “Management Service Provider”) to whom the company has delegated the provision of services.

We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the business model and activities, the accounting processes and controls, and the industry and geography in which the company operates.

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in the evaluation of the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included 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. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

 

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 8 -

We summarise below the key audit matter in arriving at our audit opinion above, together with how our audit addressed this matter and the results of our audit work in relation to this matter.

Key audit matter

How our audit addressed the key audit matter and our conclusions

Recoverability of amounts due from group undertaking

 

As reported in note 8 to the financial statements the Company is owed £155.9m (2024: £158.5m) from group undertakings. Recoverability is dependent on the continued servicing and recoverability of the group finance debtor which is material to the financial statements and its collection is dependent on the wider group's service concession contract with the Dudley Group of Hospitals NHS Trust and its operational performance.

 

For these reasons, we have identified the valuation of this balance as the most significant assessed risk of material misstatement due to error.

 

 

Central to our audit response was our evaluation of management's assessment of the recoverability of the amounts receivable.

 

The key procedures we applied to evaluate management's assessment included:

  • Obtained documentary evidence that a government guarantee, by way of a deed of safeguard, is in place to evaluate the support available if required;

  • Evaluated the credit rating of the UK Government to ensure they would be able to provide support in the event of non-payment of service income by the Trust;

  • Evaluated whether sufficient income is forecast to be received by ProjectCo to meet the debt payments due to the Company as they fall due, by inspecting the latest ProjectCo operating model, the predicted cash flow assumptions and projections for the remainder of the contract.

  • We considered the reasonableness of the Trust's ability to continue to pay the monthly service income, its settlement performance to date and whether any issues have arisen over non-payment, in order to assess the likelihood of the non-recovery of the amounts due; and

  • Assessed the adequacy of the operational company's bank and cash position at the year end.

 

The procedures outlined above did not identify any material misstatements in the carrying value of the amount due from group undertakings.

 

 

 

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 9 -

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature and extent of our work and in evaluating the results of that work.

Materiality measure

Value

Materiality for the financial statements as a whole

We have set materiality as 1% of gross assets (2024: 0.75%) as we believe that gross assets is the primary performance measure used by investors and is the key driver of shareholder value. We determined the measurement percentage to be commensurate with the risk and complexity of the audit and the company’s listed status.

The threshold has increased from the prior year due to our re-evaluation of the risk and complexity based on our experience as the company's auditor.

£1,558,000

(2024: £1,190,000)

Performance materiality

Performance materiality represents amounts set by the auditor at less than materiality for the financial statements as a whole, to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

 

In setting this we consider the company’s overall control environment, our past experience of the audit that indicates a lower risk of material misstatements. Based on our judgement of these factors, we have set performance materiality at 75% of our overall financial statement materiality, with a restriction then applied in line with ISA (UK) 600 Revised requirements that individual component performance materiality must not exceed group performance materiality.

 

£1,119,300

(2024: £892,500)

Specific materiality

Recognising that there are transactions and balances of a lesser amount which could influence the understanding of users of the financial statements we calculate a lower level of materiality for testing such areas.

We have set a specific materiality in respect of related party transactions and Directors' remuneration.

We used our judgement in setting these thresholds and considered our past experience of the audit, the history of misstatements and industry benchmarks for specific materiality.

£10,000

(2024: £10,000)

Board reporting threshold

We agreed with Those Charged With Governance that we would report to them all differences in excess of 5% of overall materiality in addition to other identified misstatements that warranted reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a result of fraud.

£77,900

(2024: £59.500)

During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at year-end.

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 10 -

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. Our evaluation of the Directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included:

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.

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 11 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or 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:

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 6, 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 for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent 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.

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 12 -

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:

 

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of legal and professional service expenditure incurred and through our review of Board meeting minutes.

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

 

Audit procedures performed in response to the heightened fraud risk identified are included in the following procedures, which were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Other matters which we are required to address

Following the recommendation of the Board, we were appointed by the Board on 2 May 2019 to audit the financial statements for the year ending 31 March 2019 and subsequent financial periods. The period of our total uninterrupted engagement is 7 years, covering the years ended 31 March 2019 to 31 March 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the Board of Directors.

 

DUDLEY SUMMIT PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUDLEY SUMMIT PLC
- 13 -

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.

Allison Dalton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Inverness, United Kingdom
30 September 2025
DUDLEY SUMMIT PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2025
2024
Notes
£'000
£'000
Interest receivable and similar income
5
11,926
20,082
Interest payable and similar expenses
6
(11,926)
(20,082)
Profit before taxation
-
0
-
0
Tax on profit
7
-
0
-
0
Profit for the financial year
-
0
-
0

The income statement has been prepared on the basis that all operations are continuing operations.

DUDLEY SUMMIT PLC
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 15 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors falling due after more than one year
8
146,487
150,358
Debtors falling due within one year
8
9,657
8,393
156,144
158,751
Creditors: amounts falling due within one year
9
(9,657)
(8,393)
Net current assets
146,487
150,358
Creditors: amounts falling due after more than one year
10
(146,437)
(150,308)
Net assets
50
50
Capital and reserves
Called up share capital
12
50
50
The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
Matthew Templeton
Director
Company Registration No. 04180439
DUDLEY SUMMIT PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
Share capital
£'000
Balance at 1 April 2023
50
Year ended 31 March 2024:
Profit and total comprehensive income
-
Balance at 31 March 2024
50
Year ended 31 March 2025:
Profit and total comprehensive income
-
Balance at 31 March 2025
50
DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
1
Accounting policies
Company information

Dudley Summit PLC is a public company limited by shares incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.

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.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:    

    

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

    

The financial statements of the company are consolidated in the financial statements of Summit Holdings (Dudley) Limited. These consolidated financial statements are available from its registered office, 1 Park Row, Leeds, United Kingdom, LS1 5AB.

1.2
Going concern

The financial statements are prepared on a going concern basis. As disclosed in the Strategic Report the directors consider that the company has adequate resources to continue in operational existence for the remainder of the concession.true

 

As noted in the Strategic Report on page 1, the company was established for the purpose of lending funds to Projectco. The company's ability to meet its obligations is therefore closely connected to Projectco's financial position and cash flows. When forming the opinion, the directors have therefore prepared a detailed model forecast within Projectco to the remainder of the concession incorporating the relevant terms of the PFI contract, subcontracts and Credit Agreement and reasonably prudent economic assumptions, including the repayment of all sums due to this company. This forecast and associated business model, which is updated regularly, predicts that Projectco will be profitable and will have sufficient cash resources to operate within the terms of the PFI contract, Subcontract and Credit Agreement. Consequently the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.

DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
1.3
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 statement of financial position 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.

 

Finance costs

Finance costs of financial liabilities are recognised in the statement of comprehensive income over the term of such instruments at a constant rate on the carrying amount.

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.

Loans and receivables

Loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

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.

DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities are bank loans that are classified as debt and are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

 

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

Bank debt policy

Interest-bearing bonds and bank loans are initially recorded at the proceeds received, net of direct issue costs. The outstanding balance is periodically adjusted for inflation based on RPI to arrive at the carrying value. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the statement of comprehensive income using the effective interest method, and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Issue costs are amortised over the period of the borrowings in proportion to the scheduled principal repayments.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s contractual obligations expire or are discharged or cancelled.

1.4
Taxation

Current tax, including UK corporation 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.

Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items or income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

In the opinion of the directors there are no critical judgements or key sources of estimation uncertainty.

3
Auditor's remuneration

The £16k fee (2024: £11k) for the statutory audit of these financial statements is payable by Summit Healthcare (Dudley) Limited in both the current and prior years. Auditor's remuneration is paid to Johnston Carmichael LLP.

DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
4
Employees

The company had no employees during the year (2024: none).

 

No director received any payment during the year in respect of their services to the company (2024: £nil). Directors are appointed by the shareholders of the Company and are remunerated by the relevant shareholder.

5
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest receivable from group companies
11,926
20,082
6
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest payable on loans
2,325
2,426
Interest payable on bonds
3,548
3,480
Indexation of outstanding capital- guaranteed secured bonds
3,257
7,784
Indexation of outstanding capital- loan
2,306
5,913
Other finance costs
490
479
11,926
20,082
7
Taxation

 

There is no current or deferred tax liability for the year as the company incurred neither a taxable profit nor a loss (2024: £nil).

8
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
9,443
8,174
Prepayments and accrued income
214
219
9,657
8,393
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Amounts owed by group undertakings
146,487
150,358
Total debtors
156,144
158,751
DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
9
Creditors: amounts falling due within one year
2025
2024
Notes
£'000
£'000
Guaranteed secured bonds
11
3,087
2,218
Committed term loan facility
11
6,357
5,956
Amounts owed to group undertakings
213
219
9,657
8,393
10
Creditors: amounts falling due after more than one year
2025
2024
Notes
£'000
£'000
Guaranteed secured bonds
11
89,857
89,685
Committed term loan facility
11
56,580
60,623
146,437
150,308
DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
11
Loans and overdrafts
An analysis of the maturity of loans is given below:
2025
2024
£'000
£'000
Amounts falling due within one year or on demand:
Committed term loan facility
6,357
5,956
Guaranteed secured bonds
3,087
2,218
9,444
8,174
Amounts falling due between one and two years:
Committed term loan facility
6,913
6,477
Guaranteed secured bonds
4,184
3,145
11,097
9,622
Amounts falling due between two and five years:
Committed term loan facility
24,580
23,031
Guaranteed secured bonds
18,689
16,614
43,269
39,645
Amounts falling due after more than five years:
Repayable by instalments
Committed term loan facility
25,087
31,115
Guaranteed secured bonds
66,984
69,926
92,071
101,041
The total cash repayable on the loan capital is as follows :
Committed term loan facility
62,937
66,579
Guaranteed secured bonds
92,944
91,903
155,881
158,482
Payable within one year
9,444
8,174
Payable after one year
146,437
150,308
DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Loans and overdrafts
(Continued)
- 23 -

The terms of the bonds and of the loan are such that all payments of principal and interest are indexed to retail price inflation. The payment schedule above is based on the net cost indexed principal outstanding at 31 March 2025 and the issue costs. The bond and loan are each secured under the terms of a Security Trust Deed on the assets and liabilities of the group. The bond costs are net of all issue costs of £525,000 (2024: £537,000). The loan costs are net of all issue costs of £345,000 (2024: £378,000).

 

During late 2008 the credit rating of AMBAC (the Monoline Guarantor) declined which led to a 'Loss of Qualifying Status' under the finance agreement and represents a 'Guarantor Event of Default'. As disclosed on page 1, since November 2008 the European Investment Bank, the loan provider, whilst reserving the right to request a replacement guarantor, have not done so and therefore to date there is no default on the loan. EIB continues to make the loan available, but have levied additional 'default' interest charges.

12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and unpaid
Ordinary shares of £1 each
50,000
50,000
50
50
13
Other financial instruments

An explanation of the company's objectives, policies and strategies for the role of other financial instruments can be found in the Strategic Report and Accounting Policies.

 

The company issued the Guaranteed Secured Bonds in order to finance the design, build and operation of various hospital buildings under the Government's PFI initiative.

 

Financial assets

The company's financial asset is the outstanding balance on its loan to its fellow subsidiary undertaking of £155.9m (2024: £158.5m). The floating rate financial asset comprises a 3.7772% RPI linked loan and a 3.0716% RPI linked committed term loan facility. Indexation is applied to the outstanding loan balances in March and September of each year.

 

Financial liabilities

The company's financial liabilities are its listed bonds and a committed term loan facility as described elsewhere in these financial statements, all of which are denominated in sterling.

 

The bonds and loan are floating rate financial liabilities comprising a 3.7772% RPI linked guaranteed secured bond, and a 3.0716% RPI linked commercial term loan facility.

 

Financial risk management

The book value of the listed bonds and committed term loans are matched against the amount due from a fellow subsidiary undertaking. As such the company is not directly exposed to credit, liquidity, market, currency or capital risks; any exposure to these risks is solely through its transactions with other group entities. These risks have been considered in detail for the group as a whole in the financial statements of the parent company Summit Holdings (Dudley) Limited.

DUDLEY SUMMIT PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
14
Ultimate controlling party

The company is a 100% subsidiary of Summit Holdings (Dudley) Limited, which is the largest and smallest company to consolidate the financial statements of the company. The registered office of the parent company is shown in note 1.

 

Summit Holdings (Dudley) Limited is jointly owned and jointly controlled in equal shares by Browning PFI Holdings Limited, Aberdeen Infrastructure (No.3) Limited and Crimson Project Investments Limited.

 

Copies of the financial statements of Summit Holdings (Dudley) Limited can be obtained from Companies House, Crown Way, Cardiff CF14 3UZ.

15
Related party transactions

The company has taken advantage of the exemptions available to subsidiary undertakings under FRS 102 by not disclosing transactions with 100% wholly owned group qualifying companies as related parties.

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