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

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.

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: £-).

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

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.

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

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

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

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.

The 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.

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.

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 2024.

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 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.

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.

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

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

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

Basic financial assets, 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.

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.

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.

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, 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 receipts discounted at a market rate interest.

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

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

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.

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).

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.

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

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

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

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

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.

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.

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.