Company registration number 06937094 (England and Wales)
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
COMPANY INFORMATION
Directors
JS Gordon
S McGhee
(Appointed 25 August 2025)
PR Hepburn
Secretary
Resolis Limited
Company number
06937094
Registered office
1 Park Row
Leeds
LS1 5AB
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
CONTENTS
Page
Directors' report
1 - 2
Statement of comprehensive income
3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 10
ENVIRONMENTS FOR LEARNING SANDWELL PSP 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

The Company's business is that of a holding company that has provided an intercompany loan to Environments for Learning Sandwell Holdco Limited which holds the investment in Environments for Learning Sandwell PFI Limited ("Project Co"), which is a PFI entity building and maintaining an education establishment in Sandwell.

There have not been any changes in the Company's activities in the year under review, and the directors are not aware, at the date of this report, of any changes in activity for the foreseeable future.

The profit for the financial year, after taxation, amounted to £- (2024: £-).

Going concern

The directors have reviewed budgets and business models prepared for Project Co which indicate expected distributions from Project Co to the Company and also show expected interest payments by the Company to its shareholders. These indicate that the Company will break even and will have sufficient cash resources to meet its liabilities as they fall due. Therefore, the directors, having considered the financial position of the Company and its expected future cash flows, which incorporate the payments on the Company's investment have prepared the financial statements on a going concern basis. The directors confirm that they do not intend to liquidate the Company or cease trading as we consider we have realistic alternatives to doing so.

The net assets of the business are positive.

The directors confirm the completeness of the information provided regarding events and conditions relating to going concern at the date of approval of the financial statements, including plans for future actions.

Results and dividends

The results of the Company are as set out in the statement of comprehensive income. The profit for the financial year, after taxation, amounted to £- (2024: £-).

The company paid dividends of £- (2024: £-).

Directors

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

JS Gordon
S McGhee
(Appointed 25 August 2025)
KA Cunningham
(Resigned 25 August 2025)
PR Hepburn
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.

Post reporting date events

No post balance sheet events have occurred since the year end and the date of this report.

Small companies exemption

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

ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
On behalf of the board
S McGhee
Director
30 April 2026
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
2025
2024
£'000
£'000
Interest receivable from group undertakings
69
61
Interest payable to group undertakings
(69)
(61)
Profit before taxation
-
0
-
0
Tax on profit
-
0
-
0
Profit for the financial year
-
0
-
0

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

ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 4 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
4
4
4
Current assets
Debtors falling due after more than one year
6
412
412
Debtors falling due within one year
6
162
93
574
505
Creditors: amounts falling due within one year
7
(162)
(93)
Net current assets
412
412
Total assets less current liabilities
416
416
Creditors: amounts falling due after more than one year
8
(412)
(412)
Net assets
4
4
Capital and reserves
Called up share capital
4
4

For the financial year ended 30 September 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of 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 April 2026 and are signed on its behalf by:
2026-04-30
S McGhee
Director
Company registration number 06937094 (England and Wales)
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -
Share capital
£'000
Balance at 1 October 2023
4
Year ended 30 September 2024:
Profit and total comprehensive income
-
Balance at 30 September 2024
4
Year ended 30 September 2025:
Profit and total comprehensive income
-
Balance at 30 September 2025
4
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -
1
Accounting policies
Company information

Environments for Learning Sandwell PSP Limited is a private company, limited by shares, registered and incorporated in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.

1.1
Accounting convention

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, mainly in relation to the presentation of a cash flow statement and financial instruments.

Consolidation

These financial statements present information about the Company alone and not of a group. Consolidated financial statements have not been prepared as provided by section 400 of the Companies Act 2006. Copies of the financial statements of Environments for Learning Limited are available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ, for the year ending 30 September 202 4.

The financial statements are prepared in sterling, which is the functional currency of the C ompany. Monetary a mounts in these financial statements are rounded to the nearest £'000.

1.2
Going concern

The directors have reviewed budgets and business models prepared for Project Co which indicate expected distributions from Project Co to the Company and also show expected interest payments by the Company to its shareholders. These indicate that the Company will break even and will have sufficient cash resources to meet its liabilities as they fall due. Therefore, the directors, having considered the financial position of the Company and its expected future cash flows, which incorporate the payments on the Company's investment have prepared the financial statements on a going concern basis. The directors confirm that they do not intend to liquidate the Company or cease trading as we consider we have realistic alternatives to doing so.true

The net current assets of the business are positive.

The directors confirm the completeness of the information provided regarding events and conditions relating to going concern at the date of approval of the financial statements, including plans for future actions.

1.3
Investments in subsidiaries

Investments in subsidiary undertakings are stated at cost less provision for any permanent impairment in value.

The company reviews the underlying assets to monitor possible impairments on the valuation.

1.4
Financial instruments

The C ompany 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 C ompany's balance sheet when the C ompany becomes party to the contractual provisions of the instrument.

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

ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 7 -
Basic financial assets

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

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 the net carrying amount on initial recognition.

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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including 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 r eceipts discounted at a market rate interest.

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

1.5
Taxation

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

Current tax

Current tax, including UK corporation and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the 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 current or deferred tax expenses 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.

ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
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.

The recoverability of the loan receivable was identified as a critical accounting judgement for this Company.

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

3
Employees

The Company had no employees (2024: nil) during the period. Emoluments paid to third parties for directors' services to the Company were: £nil (2024: £nil).

4
Fixed asset investments
2025
2024
£'000
£'000
Shares in group undertakings and participating interests
4
4

The shares above reflect 80% of voting rights and a 80% economic interest in Sandwell Futures Limited whose primary activity is as a company set up to develop, manage the building and in some cases the subsequent running of educational establishments in Sandwell. All subsidiary companies are incorporated in United Kingdom.

5
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Sandwell Futures
1 Park Row, Leeds, United Kingdom, LS1 5AB
Direct
80.00
-
Environments for Learning Sandwell Holdco Limited
1 Park Row, Leeds, United Kingdom, LS1 5AB
Indirect
0
8.00
Environments for Learning Sandwell PFI Limited
1 Park Row, Leeds, United Kingdom, LS1 5AB
Indirect
0
8.00
6
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
162
93
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
6
Debtors
(Continued)
- 9 -
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Amounts owed by group undertakings
412
412
Total debtors
574
505

Subordinated loan made to subsidiary bearing interest at a fixed rate of 13% and is repayable in instalments between 2011 and 2036.

7
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
162
93

Amounts owed to group undertakings represents accrued interest payable on the subordinated debt as set out in note 8.

8
Creditors: amounts falling due after more than one year
2025
2024
£'000
£'000
Other creditors
412
412

Subordinated loan made from shareholders bearing interest at a fixed rate of 13% and is repayable in instalments between 2011 and 2036.

Creditors which fall due after five years are as follows:
2025
2024
£'000
£'000
Payable by instalments
392
392
9
Related party transactions

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.

10
Parent company
ENVIRONMENTS FOR LEARNING SANDWELL PSP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
10
Parent company
(Continued)
- 10 -

The Company is wholly owned by Environments for Learning 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.

11
Parent company guarantee

The company is exempt from audit for the financial year ended 30 September 2024 under Section 479A of the Companies Act 2006, as it is a subsidiary of Environments for Learning Limited, a company incorporated in the United Kingdom.

The parent company, Environments for Learning Limited (registered number 06096278), has agreed to guarantee all outstanding liabilities of the company as at 30 September 2024, as required by Section 479C of the Companies Act 2006.

As a result, the company has taken advantage of the exemption from audit provided under Section 479A.

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