The directors present their annual report and financial statements for the year ended 31 December 2024.

During the year under review, the Company's principal activity was to hold, as a joint venture, an 80% interest in Healthcare Support (Newcastle) Holdings Limited, the parent of Healthcare Support (Newcastle) Limited (the "JV"), and Healthcare Support (Newcastle) Finance Plc together (the "JV Group") who continued to progress with the ongoing maintenance and lifecycle services to two acute hospitals on behalf of Newcastle upon Tyne Hospitals NHS Foundation Trust (the "Trust") under a PFI contract. Financial close of the contract was achieved on 4 May 2005. The concession period is 38 years.

Going Concern

The Directors have made an assessment of the Company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements. The financial statements are prepared on a going concern basis notwithstanding that in order to settle its own financial obligations and meet the covenant compliance requirements of its external borrowings, the Company is dependent on Healthcare Support (Newcastle) Limited (the “JV”) generating sufficient cashflows to settle the payments of principal and interest on the onward loan of the external funding which the Company raised. The Company’s principal activity is to hold, as a joint venture, an 80% interest in Healthcare Support (Newcastle) Holdings Limited (HSNHL).

The external funding raised by the Company was passed on to HSNHL on similar terms. HSNHL is the parent of the JV and Healthcare Support (Newcastle) Finance Plc (HSNFP) together (the "JV Group"). HSNHL passed on the funding to HSNFP also on similar terms and HSNFP then passed on the funding to the JV on similar terms as well.

The financial statements of the JV included a material uncertainty related to going concern as a result of the JV being dependent on its Majority Creditors not exercising their rights to demand repayment of amounts owed following events of default, which is not guaranteed. This may have a direct impact on the JV’s ability to settle the payments of principal and interest on the onward loan of the external funding which the Company raised. This indicates the existence of a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern and therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors have prepared cash flow forecast for the Company and have reasonable expectation that the JV will be able to settle the payments of principal and interest on the onward loan of the external funding which the Company raised.

Additionally, due to the passage of time between the balance sheet date and signing date, the Directors are aware of two technical events of default under the JV Group finance documents that remain unwaived, these however are not deemed to impact the going concern of the Company.

Based on the above, the directors believe it remains appropriate to prepare the financial statements on a going concern basis.

The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

No interim dividends were paid. The directors do not recommend payment of a final dividend.

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 no qualifying third party indemnity provisions for the benefit of its directors during the year.

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

The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.

BDO LLP were appointed as auditor to the Company for the year to 31 December 2024.

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.

The directors acknowledge that the auditor's report for the year ended 31 December 2024 contains a disclaimer of opinion. This has arisen as a consequence of the directors' decision to finalise and file the financial statements prior to the completion of all audit procedures.

Given the complexity of the matters affecting the JV during the year, including the prior year adjustments, the recognition of settlement agreement provisions and the ongoing resolution of Events of Default under the Finance Documents, the audit process has been protracted. In the circumstances, the directors concluded that it was in the best interests of the Company and its stakeholders to file the financial statements at the earliest opportunity, notwithstanding that the auditors hadn’t been able to complete the JV Group and Company audit.

The directors are satisfied that the financial statements, taken as a whole, present a true and fair view of the state of affairs of the Company as at 31 December 2024 and of its loss for the year then ended, and that the accounting policies and estimates applied are appropriate. The directors will continue to engage constructively with the auditors to resolve any outstanding matters.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• 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.

Disclaimer of opinion

We do not express an opinion on the accompanying financial statements of the Company. Because of the significance of the matter described in the Basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We were engaged to audit the financial statements of Equion Health (Newcastle) Limited (“the Company”) for the year ended 31 December 2024 which comprise the following:

• Statement of comprehensive income;

• Balance sheet;

• Statement of changes in equity;

• Notes to the financial statements; and

• A summary of 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 United Kingdom and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for disclaimer of opinion

The directors have concluded that it is in the best interests of the Company and its shareholders to file the financial statements prepared by management at their earliest convenience. As a consequence, management have been unable to provide us with all of the information and explanations that we need to complete our audit procedures. This represents a management imposed limitation in the scope of our audit. As a result, we have been unable to obtain sufficient appropriate audit evidence to form an opinion in respect of the financial statements. The possible effects of any undetected misstatements, if any, could be both material and pervasive to the financial statements.

Other Companies Act 2006 reporting

Notwithstanding our disclaimer of an opinion on the financial statements, 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.

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the directors’ report.

Arising from the limitation of our work referred to above:

we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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:

• returns adequate for our audit have not been received from branches not visited by us; or

• the 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

• the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ report and from the requirement to prepare a Strategic report.

As explained more fully in the directors' responsibilities statement, 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.

Our responsibility is to conduct an audit of the financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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.

Extent to which the audit was 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, which were limited by the matters described in the basis for disclaimer of opinion section of our report, is detailed below:

Non-compliance with laws and regulations

Based on:

• Our understanding of the Company and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and

regulations,

we considered the significant laws and regulations to be the applicable accounting framework, UK tax legislation, VAT legislation and Companies Act 2006.

Our procedures in respect of the above, which were limited by the matters described in the basis for disclaimer of opinion section of our report included:

• Enquires of management whether there were any litigations and claims;

• Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations; and

• Review of financial statement disclosures and agreeing to supporting documentation.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures, which were limited by the matters described in the basis for disclaimer of opinion section of our report included:

• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

• Obtaining an understanding of the Company’s policies and procedures relating to:

o Detecting and responding to the risks of fraud; and

o Internal controls established to mitigate risks related to fraud.

• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

Based on our risk assessment, we considered the area’s most susceptible to fraud to be management override of controls, and management bias regarding the accounting estimates and judgements over the recoverability of amounts owed by group undertakings.

Our procedures in respect of the above, which were limited by the matters described in the basis for disclaimer of opinion section of our report included:

• Testing the appropriateness of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation; and

• Assessing significant estimates and judgements made by management, and challenging Management on the

appropriateness of these estimates and judgements for bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement 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 deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

Notwithstanding the above, the extent to which the audit was capable of detecting irregularities, including fraud was limited by the matters described in the Basis for disclaimer of opinion section of our report

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.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

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

Equion Health (Newcastle) 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.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

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

The Directors have made an assessment of the Company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements. The financial statements are prepared on a going concern basis notwithstanding that in order to settle its own financial obligations and meet the covenant compliance requirements of its external borrowings, the Company is dependent on Healthcare Support (Newcastle) Limited (the “JV”) generating sufficient cashflows to settle the payments of principal and interest on the onward loan of the external funding which the Company raised. The Company’s principal activity is to hold, as a joint venture, an 80% interest in Healthcare Support (Newcastle) Holdings Limited (HSNHL).true

The external funding raised by the Company was passed on to HSNHL on similar terms. HSNHL is the parent of the JV and Healthcare Support (Newcastle) Finance Plc (HSNFP) together (the "JV Group"). HSNHL passed on the funding to HSNFP also on similar terms and HSNFP then passed on the funding to the JV on similar terms as well.

The financial statements of the JV included a material uncertainty related to going concern as a result of the JV being dependent on its Majority Creditors not exercising their rights to demand repayment of amounts owed following events of default, which is not guaranteed. This may have a direct impact on the JV’s ability to settle the payments of principal and interest on the onward loan of the external funding which the Company raised. This indicates the existence of a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern and therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors have prepared cash flow forecast for the Company and have reasonable expectation that the JV will be able to settle the payments of principal and interest on the onward loan of the external funding which the Company raised.

Additionally, due to the passage of time between the balance sheet date and signing date, the Directors are aware of two technical events of default under the JV Group finance documents that remain unwaived, these however are not deemed to impact the going concern of the Company.

Based on the above, the directors believe it remains appropriate to prepare the financial statements on a going concern basis.

The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

Interests in jointly controlled entities are initially measured at cost and subsequently measured at cost less

any accumulated impairment losses. The investments are assessed for impairment at each reporting dateand any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

In the balance sheet, investments in joint ventures and associates are included at the Company's share ofhistorical cost adjusted for impairment

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

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 creditors, bank loans, loans from fellow group companies and preference shares 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 payments 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.

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Company owns an 80% share of its investment Healthcare Support (Newcastle) Holdings Limited. The Company is party to a shareholder agreement which requires unanimous shareholder agreement on all material operational and financial policies and, on this basis, the company has rebutted the presumption that it controls Healthcare Support (Newcastle) Holdings Limited and has treated Healthcare Support (Newcastle) Holdings Limited as a joint venture, as the Company has joint control over the operations and activities of its investments.

The amounts due from joint venture investment relate to the subordinated loan principal (due after more than one year) and interest injected by shareholders. These are then lent on to the subsidiary undertakings. The directors have reviewed long-term forecasts of the performance and going concern of the subsidiaries and acknowledge that despite there being ongoing issues within the SPV company which are being addressed through various settlement agreements and remedial works, they consider the amounts due from joint venture investment to be fully recoverable.

The fees payable of £4,000 (2023: £4,000) to the Company's auditor for the audit of the Company's financial statements is borne by Healthcare Support (Newcastle) Limited, which will not seek reimbursement.

The Company had no employees during the year (2023: nil).

No directors received any remuneration for services to the Company during the year (2023: nil).

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

A change to the future UK corporation tax rate was announced in the March 2021 Budget. The rate increased from 19% to 25% with effect from 1 April 2023. This change has been substantively enacted at the balance sheet date.

Details of the company's joint ventures at 31 December 2024 are as follows:

The amounts due from joint venture investment are the subordinated loan principal (due after more than one year) and interest (due within one year) injected by shareholders, which attracts an interest rate of 12% per annum.

The loans from parent undertakings is subordinated debt that is unsecured and is subject to interest at 12%. The debt is repayable from surplus funds upon demand but as this is subordinated debt under the JV Group Finance Documents, the Directors anticipate this will be repayable at the end of the concession.

As at 31 December 2024 and at 31 December 2023, there were Events of Default subsisting pursuant to the JV's finance documents and the JV's lenders had not formally waived or deemed remedied those Events of Default. Consequently, the Company's amounts due to parent undertaking is classified as due within 1 year in the balance sheet.

Other reserves

The company's other reserves are as follows:

The profit and loss account represents cumulative profits or losses net of dividends.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Other information

No guarantees have been given or received.

The Company is jointly owned and controlled by Palio (No 15) Limited and Innisfree Nominees Limited acting in its capacity as nominee on behalf of Innisfree PFI Secondary Fund.

The Company is a joint venture between Palio (No 15) Limited (18.75%) and Innisfree Nominees Limited acting in its capacity as nominee on behalf of Innisfree Secondary Partners 1 LLP (81.25%). Both of these companies are incorporated in the United Kingdom and registered in England and Wales. The directors consider there to be no ultimate controlling party or ultimate parent company.