Company registration number NI072131 (Northern Ireland)
NIHG LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NIHG LIMITED
COMPANY INFORMATION
Directors
M Templeton
RM Baxter
JS Gordon
(Appointed 3 February 2026)
Secretary
Resolis Limited
Company number
NI072131
Registered office
C/O Tughans Llp
The Ewart
3 Bedford Square
Belfast
Northern Ireland
BT2 7EP
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
NIHG LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Notes to the financial statements
12 - 24
NIHG LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activities of the Company comprise the design, construction and operation of an acute hospital facility in Enniskillen. The Company's operations are managed under the supervision of its shareholders and funders. They are largely determined by the detailed terms and the key performance indicators in the PFI contract with the South Western Health and Social Care Trust. They were also determined by the subcontracts with FCC Elliott Healthcare Limited who supplied the construction services and Mitie (Facilities Management) Limited, who supply the facilities maintenance services throughout the life of the concession.

Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

M Templeton
RM Baxter
JS Gordon
(Appointed 3 February 2026)
Qualifying third party indemnity provisions

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

Auditor

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

Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the group and parent company 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 group and parent company, and of the profit or loss of the group 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;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

NIHG LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
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 auditor of the company 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 auditor of the company is aware of that information.

Going concern

The directors have prepared the financial statements as a going concern with disclosures relating to the existence of a material uncertainty . Full details can be found in note 1.3 of the financial statements.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
M Templeton
Director
8 May 2026
NIHG LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NIHG LIMITED
- 3 -
Opinion

We have audited the financial statements of NIHG Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025, which comprise the Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements:

- Give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of its loss or 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 group 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 related to going concern

We draw attention to note 1.3 in the financial statements, which indicates that an event of default has been triggered under the Common Terms Agreement to the group’s loans related to the thresholds for service failure points incurred by the facilities management contractor in the year and in previous years dating back to 2018. As stated in note 1.3, these events or conditions, along with other matters as set forth in note 1.3 to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the group’s and parent 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 responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- The information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The Directors’ Report have been prepared in accordance with applicable legal requirements.

NIHG LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NIHG LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report.

We have nothing to report in respect of the following matters 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of Directors

As explained more fully in the Statement of Directors' responsibilities set out in the Directors report, 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 group’s and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.

NIHG LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NIHG LIMITED
- 5 -

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, 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:

- United Kingdom Generally Accepted Accounting Practice;

- UK Companies Act 2006;

- UK Corporation Tax legislation; and

- VAT legislation.

We gained an understanding of how the group and parent company are 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 group’s and parent company's 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:

- Revenue recognition; and

- Management override of controls

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 group’s and parent 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 group’s and parent company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation

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

NIHG LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NIHG LIMITED
- 6 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent 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
8 May 2026
Statutory Auditor
Edinburgh, United Kingdom
NIHG LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
7,730,134
5,496,698
Cost of sales
(5,199,602)
(3,216,782)
Gross profit
2,530,532
2,279,916
Administrative expenses
(1,211,249)
(1,377,597)
Operating profit
1,319,283
902,319
Other interest receivable and similar income
6
10,187,777
10,544,156
Interest payable to group undertakings
7
(7,331,415)
(6,403,779)
Other interest payable and similar expenses
7
(7,313,540)
(7,568,268)
Loss before taxation
(3,137,895)
(2,525,572)
Tax on loss
-
0
-
0
Loss for the financial year
(3,137,895)
(2,525,572)
Other comprehensive income
Cash flow hedges gain arising in the year
5,352,041
10,913,694
Tax relating to other comprehensive income
(1,338,010)
(2,728,424)
Total comprehensive profit/(loss) for the year
876,136
5,659,698
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive loss for the year is all attributable to the owners of the parent company.
NIHG LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors falling due after more than one year
11
138,632,579
145,023,971
Debtors falling due within one year
11
32,752,922
27,462,038
Cash at bank and in hand
12,236,650
10,909,466
183,622,151
183,395,475
Creditors: amounts falling due within one year
12
(166,284,997)
(162,926,080)
Net current assets
17,337,154
20,469,395
Creditors: amounts falling due after more than one year
13
(57,686,463)
(61,694,840)
Net liabilities
(40,349,309)
(41,225,445)
Capital and reserves
Called up share capital
1,000
1,000
Hedging reserve
(30,485,437)
(34,499,468)
Profit and loss reserves
(9,864,872)
(6,726,977)
Total equity
(40,349,309)
(41,225,445)

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

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
08 May 2026
M Templeton
Director
Company registration number NI072131 (Northern Ireland)
NIHG LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
8
1,000
1,000
Current assets
Debtors falling due after more than one year
11
18,982,395
18,982,395
Debtors falling due within one year
11
40,683,076
33,351,662
59,665,471
52,334,057
Creditors: amounts falling due within one year
12
(40,683,076)
(33,351,662)
Net current assets
18,982,395
18,982,395
Total assets less current liabilities
18,983,395
18,983,395
Creditors: amounts falling due after more than one year
13
(18,982,395)
(18,982,395)
Net assets
1,000
1,000
Capital and reserves
Called up share capital
1,000
1,000

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £0 (2024 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
08 May 2026
M Templeton
Director
Company registration number NI072131 (Northern Ireland)
NIHG LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
1,000
(42,684,738)
(4,201,405)
(46,885,143)
Year ended 31 December 2024:
Loss for the year
-
-
(2,525,572)
(2,525,572)
Other comprehensive income:
Cash flow hedges gains
-
10,913,694
-
10,913,694
Tax relating to other comprehensive loss
-
(2,728,424)
-
0
(2,728,424)
Total comprehensive income
-
8,185,270
(2,525,572)
5,659,698
Balance at 31 December 2024
1,000
(34,499,468)
(6,726,977)
(41,225,445)
Year ended 31 December 2025:
Loss for the year
-
-
(3,137,895)
(3,137,895)
Other comprehensive income:
Cash flow hedges gains
-
5,352,041
-
5,352,041
Tax relating to other comprehensive income
-
(1,338,010)
-
0
(1,338,010)
Total comprehensive profit
-
4,014,031
(3,137,895)
876,136
Balance at 31 December 2025
1,000
(30,485,437)
(9,864,872)
(40,349,309)
NIHG LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
£
Balance at 1 January 2024
1,000
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
Balance at 31 December 2024
1,000
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
Balance at 31 December 2025
1,000
NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

NIHG Limited (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is C/O Tughans Llp, The Ewart, 3 Bedford Square, Belfast, Northern Ireland, BT2 7EP.

The group consists of NIHG Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

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

The 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 for parent company information presented within the consolidated financial statements:

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company NIHG Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group and parent company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the group's or parent company's ability to continue as a going concern.

The Group currently has £13 5,125,477 (2024: £138,759,477) of total debt. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that it should be able to operate within the level of its current facilities for at least the next twelve months from the date of these Financial Statements.

The Group's revenues have largely been in line with expectations, with very few deductions applied for non-availability of the assets. Any such deductions are generally passed down to the subcontractors so there is usually no direct financial consequence to the Group. Sustained non-availability can lead to contract termination however the Group has not reached such termination trigger points.

The Group is in a net liability position due to the inclusion of the hedge reserve on the statement of financial position and this will unwind completely over the term of the hedge. The Group's forecasts and projections, taking in to account these factors and reasonably possible changes in trading performance, show that it should be able to operate within the level of its current facilities.

The Group has considerable financial resources together with long-term contracts with the South Western Health and Social Care Trust. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully.

During the year ended 31 December 202 5 and since 2018 there have been a number of issues in respect of service failure points accrued under the payment mechanism provisions in the Group's agreement with the South Western Health and Social Care Trust and Lenders which breach certain thresholds within the Company's lending agreements. The breach gives the lenders the right to recall the loan on demand and restricts the company from making any dividend distributions until such time as the Event of Default have been satisfied or waived to the satisfaction of the lenders’ Agent. The Lenders legal right to recall the Senior Debt on demand is deemed a factor that indicates the existence of a material uncertainty. This is because the business will not be able to meet its liabilities as they fall due if the lenders recalled the loan on demand. At the year end and at the date of signing, there are no formal waivers in place from the lenders relating to the event of default

The Trust and the directors are working towards amending agreements that will increase the base level of the SFPs to realistic operational levels. The directors believe that the lenders have no intention to terminate the loan agreements and will continue to manage the situation as they have for the past 8 years, this is deemed a low risk default which has limited impact on the recovery of their loan balance.

The directors have specifically considered the matters above in respect of the Event of Default under the terms of the Common Term Agreement. The directors are working on finding a resolution to the Event of Default under the Common Term Agreement. Any future waiver of the Event of Default or variation to the terms of the Common Terms Agreement are subject to approval by the lenders.

The directors consider that despite the Event of Default attached to the existing financing the Group can maintain sufficient liquidity over the next 12 months, and that it is accordingly appropriate to adopt a going concern basis for the preparation of these financial statements. The directors acknowledge that the nonwaiver of the Event of Default indicates the existence of a material uncertainty, which may cast significant doubt on the Group's ability to continue as a going concern.

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least the next twelve months from the date of signing of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and Financial Statements.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.4
Turnover

Accounting for PFI contracts

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.

Under the terms of the contract, substantially all the risks and rewards of ownership of the property remain with South Western Health and Social Care Trust.

During the period of construction, costs incurred as a direct consequence of financing, designing and constructing the hospital, including finance costs, are capitalised and shown as work in progress. On completion of the construction, credit is taken for the deemed sale, which is recorded within turnover. The construction expenditure and associated costs are reallocated to cost of sales. Amounts receivable are classified as a financial asset receivable (PFI debtor).

Revenues received from the customer are apportioned between:

- capital repayments;

- finance income; and

- operating revenue.

All turnover and profit on ordinary activities before taxation originates in the UK.

The Company recognises income in respect of the services provided as it fulfils its contractual obligations in respect of those services and in line with the fair value of the consideration receivable in respect of those services. Service income is recognised as a margin on operating and maintenance costs. Major maintenance costs are recognised on an incurred basis and the revenue receivable in respect of these services is recognised when the services are performed.

1.5
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash balances and short term deposits.

Cash balances that are held in deposit accounts maturing over 3 months from the balance sheet date are classified as cash investments.

The Company is obligated to keep separate cash reserves in respect of future major maintenance costs and debt service commitments. These restricted cash balances amount to £23,266,750 at the year end (2024:£21,838,328).

1.7
Financial instruments

The group 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 group's balance sheet when the group 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 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 m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
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 group after deducting all of its liabilities.

Basic financial liabilities

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

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

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

Other financial liabilities

Derivatives, including interest rate swaps and RPI swaps, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.8
Equity instruments

Equity instruments issued by the group 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 group.

1.9
Hedge accounting

The Company designates its derivatives as hedging instruments in respect of interest rate risk in fair value hedges and RPI hedges.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet all of the following hedge effectiveness requirements:

- there is an economic relationship between the hedged item and the hedging instrument;

- the effect of credit risk does not dominate the value changes that result from that economic relationship; and

- the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company actually hedges and the quantity of the hedging instrument that the Company actually uses to hedge that quantity of hedged item.

If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the Company adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again.

The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge.

The Company discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in cash flow hedge reserve is reclassified immediately to profit or loss.

1.10
Taxation

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

Current tax

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

Deferred tax

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

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
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.

There are no critical judgements that the directors have made in the process of applying the Company's accounting policies or that have a significant effect on the amounts recognised in financial statements.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Fair value of derivative financial instruments

The company carries its derivative financial instruments in its statement of financial position at fair value. No market prices are available for these instruments and consequently the fair values are derived using financial models developed by a third party that is independent of the company but use observable market data in respect of interest rates as an input to valuing those derivative financial instruments.

Accounting for service concessions and PFI contracts

The Company has been established to provide services under certain private finance agreements with the South Western Health and Social Care Trust. 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 asset, of, and income streams from, the project in accordance with FRS 102, Section 34.12 Service Concession 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. 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.

Lifecycle risk profile

Estimating lifecycle spend in a PFI project involves predicting the costs required to maintain, repair, and renew the physical assets over the life of the project to meet contractual standards. Lifecycle spend includes both planned maintenance and unexpected repairs or replacements as the asset ages. The project team develops a long-term maintenance schedule, which includes planned activities such as routine inspections, repairs, replacements, and overhauls which is approved by the Board.

The accounting for lifecycle costs in a PFI project company depends on whether the company or FM provider bears risk. The key differences between these two risk profiles primarily relate to how lifecycle costs are recognised, estimated, and accounted for in the financial statements. In the case of NIHG Limited's subsidiary (NIHG South West Health Partnership Limited) lifecycle risk sits with the SPV. When an SPV holds lifecycle risk it is unlikely to have significant provisions for lifecycle maintenance in its financial statements.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Turnover from operations
7,730,134
5,496,698
NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 20 -
2025
2024
£
£
Other revenue
Interest income
10,187,777
10,544,156

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 accounting policies).

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

4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
29,980
28,890
For other services
Taxation compliance services
5,496
5,295
5
Employees

The Group had no employees (2024: nil) during the period.

Emoluments paid to third parties for directors' services to the Company were: £211,404 (2024: £204,303).

6
Interest receivable and similar income
2025
2024
£
£
Interest on bank deposits
801,404
679,777
Other interest receivable and similar income
9,386,373
9,864,379
Total income
10,187,777
10,544,156
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank loans
7,313,540
7,568,268
Interest payable to group undertakings
7,331,415
6,403,779
14,644,955
13,972,047
NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
8
Fixed asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Shares in group undertakings and participating interests
-
-
1,000
1,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
1,000
Carrying amount
At 31 December 2025
1,000
At 31 December 2024
1,000
9
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
NIHG South West Health Partnership Limited
C/O Tughans Llp, The Ewart, 3 Bedford Square, Belfast, Northern Ireland, BT2 7EP
Ordinary
100.00
10
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
40,647,250
45,999,291
-
-
NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
11
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
385,353
14,523
-
0
-
0
Amounts owed by group undertakings
-
-
40,683,076
33,351,662
Finance debtor
6,884,340
8,409,666
-
0
-
0
Short term deposits
23,032,000
17,391,000
-
-
Prepayments and accrued income
2,451,229
1,646,849
-
0
-
0
32,752,922
27,462,038
40,683,076
33,351,662

Trade debtors are disclosed net of provisions.

Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
18,982,395
18,982,395
Finance debtor
128,470,767
133,524,148
-
0
-
0
Deferred tax asset
10,161,812
11,499,823
-
0
-
0
138,632,579
145,023,971
18,982,395
18,982,395
Total debtors
171,385,501
172,486,009
59,665,471
52,334,057
12
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
14
116,144,263
119,778,263
-
0
-
0
Trade creditors
3,737,838
1,923,303
-
0
-
0
Other taxation and social security
221,304
609,725
-
-
Derivative financial instruments
1,942,000
3,285,664
-
0
-
0
Accruals and deferred income
44,239,592
37,329,125
40,683,076
33,351,662
166,284,997
162,926,080
40,683,076
33,351,662

Bank loans are deemed repayable on demand as an event of default is present at the year end and have therefore been classified as due within 1 year, note 1.3.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
13
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
14
18,981,213
18,981,213
18,982,395
18,982,395
Derivative financial instruments
38,705,250
42,713,627
-
0
-
0
57,686,463
61,694,840
18,982,395
18,982,395
Amounts included above which fall due after five years are as follows:
Payable by instalments
18,981,213
37,963,608
18,982,395
-
14
Loans
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
116,144,263
119,778,263
-
0
-
0
Loans from group undertakings and related parties
18,981,213
18,981,213
18,982,395
18,982,395
135,125,476
138,759,476
18,982,395
18,982,395
Payable within one year
116,144,263
119,778,263
-
-
Payable after one year
18,981,213
18,981,213
18,982,395
18,982,395

The first bank loan is from European Investment Bank, and was agreed on 19 May 2009. It was drawn down during the Construction Phase between May 2009 and May 2012. It is repayable in unequal bi-annual instalments having commenced on 31 May 2012 and ending on 31 March 2039. The Company hedges the loan for interest rate risk via an interest rate swap exchanging the variable rate interest for fixed rate interest. The outstanding balance is adjusted for the fair value movement in the hedged risk, being movements in the 1 months' SONIA rate. Interest on the bank loan is charged at 1.4% above SONIA. The loan balance is £57,489,268 (202 4: £59,290,059) at year end.

The second bank loan is from Bank of Ireland, Barclays Bank and Nord Bank, and was agreed on 19 May 2009. It was drawn down during the Construction Phase between May 2009 and May 2012. It commenced on 31 May 2012, ending on 19 May 2039. The Company hedges the loan for interest rate risk via an interest rate swap exchanging the variable rate interest for fixed rate interest. The outstanding balance is adjusted for the fair value movement in the hedged risk, being movements in the 1 months' SONIA rate. Interest on the bank loan is charged at 2.40% above SONIA. The loan balance is £58,654,995 (202 4: £60,488,204) at year end. The loan balance is owed equally between Bank of Ireland, Barclays Bank and Nord Bank.

Other borrowing are unsecured loan notes borrowed under the loan note agreements with the shareholders. The loan notes bear interest at a rate of 12.019% per annum. Unpaid interest bears interest at a rate of 14.019% per annum. Unpaid loan note interest within accruals is £40,683,076 (202 4: £33,351,662) at year end.

NIHG LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
15
Controlling party

The Company is jointly owned by Ashover Project Investments Limited, Coral Project Investments (Assetco) Limited and PFI 2005 Limited which are registered at 1 Park Row, Leeds, United Kingdom, LS1 5AB. In the opinion of the Directors, there is no ultimate controlling party.

These are the smallest and largest group financial statements that are prepared of which the Group is a member.

16
Related party transactions

In line with the exemption conferred by section 33.11(b) of FRS 102, NIHG South West Health Partnership Limited has chosen not to disclose transactions with its parent undertaking on the basis that it is a wholly owned subsidiary where consolidated accounts are publicly available.

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