Company registration number 07398967 (England and Wales)
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
COMPANY INFORMATION
Directors
PR Hepburn
S McGhee
(Appointed 25 August 2025)
Secretary
Resolis Limited
Company number
07398967
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
Bankers
The Co-Operative Bank
3rd Floor Department 20107
PO Box 101
1 Balloon Street
Manchester
M60 4EP
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 22
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

Environments for Learning St Helens PFI Limited undertakes a Private Finance Initiative (PFI) concession contract with St Helens Borough Council to design, build, finance and operate a school in St Helens. The contract was signed on 2 December 2010, construction commenced immediately with the first phase completed in November 2011 and the final phase handed over in August 2013. The contract will run until 2038.

Directors

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

KA Cunningham
(Resigned 25 August 2025)
PR Hepburn
S McGhee
(Appointed 25 August 2025)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Going Concern

The going concern disclosure for the Company can be found in note 1.2 of the financial statements.

Auditor

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

Statement of disclosure to auditor

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

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
S McGhee
Director
30 March 2026
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

The directors are responsible for preparing the Directors' 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.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
- 3 -
Opinion

We have audited the financial statements of Environments for Learning St Helens PFI Limited ('the company') for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows 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 F inancial 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:

- Give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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.

Material uncertainty relating to going concern.

We draw attention to note 1.2 in the financial statements which indicates that there have been Events of Default (EoDs) under the Credit Agreement, Project Agreement and Facilities Management Subcontractor Agreement. The company does not have a Parent Company Guarantee ("PCG") due to the liquidation of Interserve Group Limited. As a consequence of this, the combined Construction and Facilities Management is terminable which in turn triggers a technical default in the Loan Facilities Agreement meaning the lender can recall the senior loan on demand.

As stated within note 1.2, these events or conditions, along with other matters are set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 responsibility 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.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED (CONTINUED)
- 4 -

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

- W e have not received all the information and explanations 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 Directors' Responsibilities Statement 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 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.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED (CONTINUED)
- 5 -

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.

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 legislation;

- VAT legislation; and

- United Kingdom Generally Accepted Accounting Practice.

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 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 heighte ne d 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 of 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.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED (CONTINUED)
- 6 -

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.

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.

Grant Roger (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
30 March 2026
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 7 -
2025
2024
Notes
£'000
£'000
Turnover
3
2,019
2,050
Cost of sales
(1,583)
(1,616)
Gross profit
436
434
Administrative expenses
(342)
(338)
Operating profit
94
96
Other interest receivable and similar income
3
1,696
1,699
Other interest payable and similar expenses
6
(1,857)
(1,803)
Loss before taxation
(67)
(8)
Tax on loss
-
0
-
0
Loss for the financial year
(67)
(8)
Other comprehensive income
Cash flow hedges gain/(loss) arising in the year
12
506
(958)
Tax relating to other comprehensive income
(127)
239
Total comprehensive income for the year
312
(727)

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

The notes on pages 11 to 22 form part of these financial statements.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 8 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors falling due after more than one year
7
21,570
22,795
Debtors - deferred tax
10
27
166
Debtors falling due within one year
7
2,002
1,885
Cash at bank and in hand
2,408
1,605
26,007
26,451
Creditors: amounts falling due within one year
8
(23,638)
(23,821)
Net current assets
2,369
2,630
Creditors: amounts falling due after more than one year
9
(2,482)
(3,042)
Provisions for liabilities
-
0
(13)
Net liabilities
(113)
(425)
Capital and reserves
Called up share capital
11
1
1
Hedging reserve
12
(83)
(462)
Profit and loss reserves
(31)
36
Total equity
(113)
(425)

The notes on pages 11 to 22 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 30 March 2026 and are signed on its behalf by:
S McGhee
Director
Company registration number 07398967 (England and Wales)
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 October 2023
1
257
44
302
Year ended 30 September 2024:
Loss
-
-
(8)
(8)
Other comprehensive income:
Cash flow hedges gains
-
(958)
-
(958)
Tax relating to other comprehensive income
-
239
-
0
239
Total comprehensive income
-
(719)
(8)
(727)
Balance at 30 September 2024
1
(462)
36
(425)
Year ended 30 September 2025:
Loss
-
-
(67)
(67)
Other comprehensive income:
Cash flow hedges gains
-
506
-
506
Tax relating to other comprehensive income
-
(127)
-
0
(127)
Total comprehensive income
-
379
(67)
312
Balance at 30 September 2025
1
(83)
(31)
(113)
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
15
1,430
1,321
Interest received
1,696
1,699
Income taxes refunded/(paid)
2
(5)
Net cash inflow from operating activities
3,128
3,015
Financing activities
Repayment of bank loans
(920)
(1,003)
Interest paid
(1,405)
(1,405)
Net cash used in financing activities
(2,325)
(2,408)
Net increase in cash and cash equivalents
803
607
Cash and cash equivalents at beginning of year
1,605
998
Cash and cash equivalents at end of year
2,408
1,605
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
1
Accounting policies
Company information

Environments for Learning St Helens PFI 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.

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 amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

These financial statements are prepared on the going concern basis. The Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future. However, the Directors are aware of certain matters which may impact the performance of the Company in true the future.

The Directors have reviewed detailed model forecasts, which forecast financial performance through to project completion in September 203 8, incorporating the relevant terms of the Project Agreement, Subcontracts and Loan Facilities Agreement and reasonable, prudent economic assumptions. This forecast and associated business model, which is updated semi-annually, predicts that the Company will remain profitable and will have sufficient cash resources to operate within the terms of the Project Agreement, Subcontracts and Credit Agreement to the end of the concession.

Design and build projects have business models that are reviewed annually and updated to include relevant ongoing works. These are conducted on a breakeven or "cost plus margin" basis and the companies are expected to break even or be profitable to the end of their life.

The Company has negative net assets and positive net current assets. An event of default ("EoD") occurred during the year resulting in senior debt facilities being classified as current.

With eﬀect from 5 October 2023, the Company does not have an eﬀective Parent Company Guarantee in place due to the liquidation of Interserve Group Limited (“IGL”). This has led to technical default in the Loan Facilities Agreement which means that the lender could recall the senior debt from the Company on demand.

At the date of signing the financial statements no proceedings had commenced to recall the senior debt earlier than repayment by instalments. The Directors acknowledge that there are significant risks surrounding the EoD which could impact the Company’s ability to continue as a going concern and the future financial performance of the Company. However, appropriate actions are being taken to mitigate these risks and the directors consider the likelihood of the default resulting in the Company no longer being able to continue is remote.

The Directors confirm that there are no plans that would change the future operations of the Company. Consequently, the Directors have prepared the financial statements on a going concern basis however they acknowledge the EoD gives rise to a material uncertainty which may cause significant doubt about the Company’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

Event of default

The Company has failed to have an effective Parent Company Guarantee (“PCG”) in place as a result of the liquidation of Interserve Group Limited which has led to the combined Construction and Facilities Management (“FM”) Contract becoming terminable as well as triggering technical defaults in the Loan Facilities Agreement.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 12 -

An EoD was triggered when Interserve PLC went into administration on 15 March 2019 as it was parent company guarantor for Interserve (Facilities Management) Ltd and Interserve Construction Limited. Waivers were signed in 2020 accepting the PCG of Interserve Group Limited meaning the Company was no longer in default.

On 5 October 2023 Interserve Group Limited ("IGL") appointed liquidators under a Creditors Voluntary Liquidation. IGL is a Major Project Party as it provides a PCG for Tilbury Douglas Construction Limited ("TDCL") in relation to the combined Construction and FM Contract between the Company and TDCL. Therefore, as a result of IGL's liquidation, the combined Construction and FM Contracts have become terminable. This insolvency event has also triggered a technical default in the Loan Facility Agreement of the Company. This has been known for some time and the Company has been working with ICG, TDCL, Mitie FM and the Lender to find a resolution. The FM services are being carried out by Mitie via a contract with the Company contractor (TDCL), and a PCG is being sought from them.

The Company issued a Reservations of Rights letter to IGL and a notice of this was issued to the lenders and Authority St Helens Borough Council in October 2023 in respect of the technical default. The Directors believe this is highly unlikely to cause going concern issues but technically whilst the EoD subsists, there is a risk that the Authority and lenders could exercise their rights to terminate the respective contracts.

From 5 October 2023 to the date of signing there has been no formal waiver put in place from the lender relating to the events of default. From Directors and management discussions there is no evidence the Authority intends to cancel the concession agreement. Directors and management also note that there is no evidence that the lender intends to recall the debt earlier than the repayment terms that would otherwise prevail without an event of default. However, under the Loan Facilities Agreement it is within the lender's control to recall the outstanding loan balance. The Company’s cash position and future cash flow forecasts evidence that it would not be possible for the Company to meet its liabilities if the debt were recalled for repayment in full rather than instalments. Despite this course of action being available to the lender, the Directors consider the possibility to be so remote that they deem the application of the going concern basis of preparation of the financial statements to be appropriate.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Cash and cash equivalents

Cash Investments are stated at cost excluding any accrued interest and with no provision for impairment in

value.

Restricted cash

Cash at bank includes £1,044,996 (2024: £757,657) restricted from use in the business, being held in the Company's reserve account under the terms of its Senior Loan facility.

1.4
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 and 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 trade debtors and other receivables and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised costs 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 market rate interest.

Loans and receivables

Trade debtors, 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 the 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 net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. The impairment loss 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 it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -
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 its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate interest.

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

Trade payable are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the obligation specified in the contract is discharged, cancels or expires.

1.5
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.

1.6
Hedge accounting

Where a derivative financial instrument is designated as a hedge of the variability in the cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the fair value of the derivative financial instrument is recognised directly in the statement of comprehensive income as other comprehensive income or expense. Any ineffective portion of the hedge is recognised immediately in profit or loss. Where hedge accounting recognises a liability then an associated deferred tax asset is also recognised.

Cash flow hedges

The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit and loss in the periods in which the hedged item affects profit or loss, or when the hedging relationship ends.

Hedge accounting is discontinued when the entity revokes the hedging relationship, the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at the time is reclassified to profit or loss when the hedged item is recognised in profit or loss. When a forecast transaction is no longer expected to occur any gain or loss that was recognised in other comprehensive income is reclassified immediately to profit or loss.

1.7
Taxation

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

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Current tax

Current tax, including UK corporation tax, is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is provided in full on timing differences which result in an obligation at the statement of financial position 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.

Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

1.8

Lifecycle

Under the terms of the PFI contract, the company has a programme of expenditure for the maintenance of and replacement of non-moveable assets in the facilities. The company recognises such expenses as incurred, with any committed expenditure at the balance sheet dates being appropriately accrued for with the associated expense recognised through the Statement of Comprehensive Income.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 16 -
2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources. 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 if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty

- Accounting for the service concession contract and financial assets require estimation of the service margins, financial assets, interest rates and associated amortisation profile which is based on forecast results of the PFI contract detailed below.

Critical judgements in applying the Company's accounting policies

- Derivative financial instruments are held at fair value detailed below.

- Applicability of hedge accounting detailed below.

- Cashflow certainty of hedges detailed below.

Accounting for service concessions and PFI contracts

Service concessions

The Company has been established to provide services under certain private finance agreements with St Helens Borough Council. Under the terms of these Agreements, the Council (as grantor) controls the services to be provided by the Company over the contract term. Based on the contractual arrangements the Company has classified the project as a service concession arrangement, and has accounted for the principal assets, of and income streams from, the project in accordance with FRS 102, Section 34.12 Service Arrangements.

The Company has chosen to adopt the transitional arrangements available within FRS 102, Section 35.10 (i) and as such the service concession arrangement has continued to be accounted for using the same accounting policies being applied at the date of transition to FRS 102 (1 October 2014). The nature of the asset has therefore not changed.

Under the terms of the arrangement, the Company has the right to receive a baseline contractual payment stream for the provision of the services from or at the direction of the grantor (the Council), and as such the asset is accounted for as a financial asset. The financial asset has initially been recognised at the fair value of the consideration received, based on the fair value of the construction (or upgrade) services, plus any directly attributable transaction costs, provided in line with FRS 102.

Revenue is recognised from the supply of services, which represents the timing of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Derivative financial instruments

Financial Instruments

The Company holds derivative financial instruments which have the effect of fixing the interest rate payable on bank borrowings. Amounts payable or receivable in respect of interest rate derivatives are recognised as adjustments to interest over the period of the contract.

Hedge accounting

Where a derivative financial instrument is designated as a hedge of the variability in the cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the fair value of the derivative financial instrument is recognised directly in the statement of comprehensive income as other comprehensive income or expense. Any derivative portion of the hedge is recognised immediately in statement of comprehensive income.

The Company's borrowings are linked to SONIA and, as described at Note 12, the Company has entered into an interest rate swap to restrict its exposure to future interest rate fluctuations.

Cash flow certainty of hedges

Repayments are anticipated to be made as per the original repayment schedule in the bank and swap agreements.

3
Turnover and other revenue

The turnover and profit before taxation are attributable to the one principal activity of the Company.

2025
2024
£'000
£'000
Turnover analysed by class of business
Turnover from operations
1,465
1,487
Pass through income
554
563
2,019
2,050
2025
2024
£'000
£'000
Other revenue
Interest income
1,696
1,699

Turnover, which is stated net of value added tax, represents amounts invoiced for services provided, and is recognised each year as the applicable portions of the amounts receivable relating to finance and operating costs calculated on a consistent basis (see note 2).

Turnover is attributable to one geographical market, the United Kingdom.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor:
£'000
£'000
Audit of the financial statements of the company
23
22
Taxation advisory services
5
4
28
26

Audit and Tax fees were borne by Environments for Learning St Helens Partnership Limited.

5
Employees and directors

The average number of persons employed by the Company during the financial year, including the directors, amounted to nil (2024: nil).

6
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on loans
1,837
2,004
1,837
2,004
Other finance costs:
Interest payable / (receivable) on derivative financial instruments
-
0
(222)
Other finance costs
20
21
1,857
1,803
7
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Trade debtors
502
485
Corporation tax recoverable
6
9
Derivative financial instruments
-
0
51
Finance debtor
1,225
1,143
Prepayments and accrued income
269
197
2,002
1,885
ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
7
Debtors
(Continued)
- 19 -
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Finance debtor
21,570
22,795
Deferred tax asset (note 10)
27
166
Total debtors
23,599
24,846

The deferred tax asset is to be relieved against future profits. The Company anticipates having sufficient future profits to relieve the asset against.

The Company took advantage of exemptions made available under section 35.10(i) of FRS 102, and as such there has been no substantial change to the treatment of the financial asset receivable due to the adoption of the standard.

In order to hedge against interest variations on the loan, the Company has entered into an interest rate swap agreement with a bank whereby at bi annual intervals sums are exchanged reflecting the difference between floating and fixed interest rates, calculated on a predetermined notional principal amount.

8
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Bank loans
18,209
19,103
Loans from group undertakings
167
163
Trade creditors
470
372
Taxation and social security
145
149
Accruals and deferred income
4,647
4,034
23,638
23,821

The senior secured loan represents amounts borrowed under a facility agreement with The Co-operative Bank repayable over 25 years. The Co-operative Bank loan bears interest at a margin over SONIA of 2.4% during the construction phase, 2.1% to fifth anniversary, 2.2% from fifth to tenth, 2.3% from tenth to fifteenth, 2.4% from fifteenth to twentieth and 2.5% from twentieth to the final repayment date, repayable in instalments between 2013 and 2037. The loan secured by fixed and floating charges over the undertaking property, assets and rights of the Company, and has certain covenants attached. Included in bank loans is unamortised issue costs of £190,621 (2024: £218,281).

The subordinated loan bears interest at a fixed rate of 12.5% and is repayable in instalments between 2013 and 2038.

Due to the events of Default as discussed in accounting policy note 1.2, and since no waivers have been received from the lender at the signing date, the senior loan is classified as due within one year in the balance sheet.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 20 -
9
Creditors: amounts falling due after more than one year
2025
2024
£'000
£'000
Loans from group undertakings
2,374
2,377
Derivative financial instruments
108
665
Deferred tax
-
0
13
2,482
3,055
Amounts included in creditors which fall due after five years are as follows:
Subordinated loan
2,056
2,189
10
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£'000
£'000
£'000
£'000
Interest rate swaps
-
13
27
166
2025
Movements in the year:
£'000
Asset at 1 October 2024
(153)
Charge to other comprehensive income
127
Other
(1)
Asset at 30 September 2025
(27)

The deferred tax asset will unwind over the life of the hedge which expires in July 2037.

No portion of the deferred asset balance is likely to be recovered or settled in the 12 months following the Statement of Financial Position date.

11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary A of £1 each
1,000
1,000
1
1

On incorporation 1,000 ordinary shares were issued at £1 each. They carry no right to fixed income.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
12
Hedging reserve
2025
2024
£'000
£'000
At the beginning of the year
(462)
257
Gains and losses on cash flow hedges
506
(958)
Tax on gains and losses on cash flow hedges
(127)
239
At the end of the year
(83)
(462)
Derivatives that are designated and effective as hedging instruments carried at fair value, are shown below:
2025
2024
£'000
£'000
Interest rate swap on loans:
Fair value of interest rate swap asset/(liability) at year end
(110)
(615)
Deferred tax on above
27
153
At the end of the year
(83)
(462)

On 2 December 2010, the Company entered into a 27 year fixed interest rate swap arrangement to hedge its exposure to the effect of interest rate fluctuations.

The interest rate swap contract is designated as a hedge of variable interest rate risk of the Company's floating rate borrowings. The hedged cash flows are expected to occur and to affect profit or loss over the period to maturity of the swap.

The swap was affected on a notional amount of £28.5m at a fixed rate of 4.4025% payable half yearly on the last day of each March and September from 28 March 2013 to 6 July 2037.

The fair value of the interest rate swap liability in the current and prior years have been determined by relevant market data.

13
Parent company

The Company is wholly owned by Environments for Learning St Helens Holdco Limited, a company which is registered in England and having the same registered office as the Company. In the opinion of the Directors, there is no ultimate controlling party.

The smallest and largest group in which the Company’s results are consolidated is Environments for Learning Limited, a company registered in England. Copies of the consolidated accounts are available from Companies House.

ENVIRONMENTS FOR LEARNING ST HELENS PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
14
Related party disclosures

The Company has taken advantage of exemption, under the small companies regime, not to disclose related party transactions that have been concluded under normal market conditions.

15
Cash generated from operations
2025
2024
£'000
£'000
Loss for the year after tax
(67)
(8)
Adjustments for:
Finance costs
1,858
1,803
Investment income
(1,696)
(1,699)
Movements in working capital:
Decrease in debtors
1,054
995
Increase in creditors
281
230
Cash generated from operations
1,430
1,321
16
Analysis of changes in net debt
1 October 2024
Cash flows
Non-cash changes
30 September 2025
£'000
£'000
£'000
£'000
Cash at bank and in hand
1,605
803
-
2,408
Debts falling due within 1 year
(19,973)
920
(457)
(19,510)
Debts falling due after 1 year
(3,042)
560
(2,482)
(21,410)
1,723
103
(19,584)
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