The directors present their Strategic report of Glasgow Healthcare Facilities (Holdings) Limited ("the Group") for the year ended 31 December 2025.
The Group has performed in line with directors' expectations and model forecasts with the results for the year detailed in the Directors' Report.
As the subsidiary, Glasgow Healthcare Facilities Limited, is in the full operational phase it faces operational risks and actively monitors financial performance against loan covenants. During the year it was fully compliant with the contract terms and incurred no penalty points. From a financial perspective the subsidiary has been performing in line with expectations. The subsidiary is forecasting compliance with the covenants laid out in the loan agreement. The directors expect the performance of the subsidiary to be in line with the forecasting model.
Future developments
The directors intend for the business to continue to operate in line with the contractual terms and do not expect any strategic changes.
Financial risk
Due to the nature of the Group's business, the financial risks the directors consider relevant to this Group are credit, cash flow, interest rate and liquidity risk. The credit and cash flow risks are not considered significant as the income is ultimately derived from established public sector counterparties.
Interest rate risk
The financial risk management objectives of the Group are to ensure that financial risks are mitigated by the use of financial instruments where they cannot be addressed by means of contractual provisions. The Group uses interest rate swaps to reduce its exposure to interest rate movements. Financial instruments are not used for speculative purposes.
Liquidity risk
The Group's liquidity risk is principally managed through financing the Group by means of long-term borrowings.
The performance of the Group from a cash perspective is assessed six monthly by the testing of the covenants of the senior debt provider, the key indicator being the debt service cover ratio. The Group has been performing well and has been compliant with the covenants laid out in the loan agreement.
These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies (note 1.3).
The Directors recognise that it is important to disclose their view of the impact of climate change on the Group. The Group's key operational contracts are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the Group's operations, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Group's operational or financial performance arising from climate change.
This report was approved by the board of directors on 4 June 2026 and signed on behalf of the board by:
The directors present their annual report and the audited consolidated financial statements of Glasgow Healthcare Facilities (Holdings) Limited ("the Company") for the year ended 31 December 2025.
The results for the year are set out on page 9.
The group's profit for the financial year, after taxation, amounted to £3,474,377 (2024: profit of £3,433,231).
The directors are satisfied with the overall performance of the Group and do not foresee any significant change in the Group's activities in the coming financial year.
Ordinary dividends were paid amounting to £2,329,000 (2024: £1,000,000). The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).
Under company law, 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 company and of the profit or loss of the group for that period. In preparing the 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 United Kingdom 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 company will continue in business.
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.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and 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.
The financial statements on pages 9 to 31 were approved and signed by the directors and authorised for issue on 4 June 2026
Carl Dix
Director
In our opinion, Glasgow Healthcare Facilities (Holdings) Limited's group financial statements and company financial statements ("the financial statements"):
Basis for opinion
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
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.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:
Enquiries of management around known or suspected instances of non-compliance with laws and regulations, claims and litigation, and instances of fraud;
Understanding of management's controls designed to prevent and detect irregularities;
Review of board minutes;
Challenging management on assumptions and judgements made in their significant accounting estimates;
Testing journal entries to assess whether any appeared unusual, in particular any affecting revenue or distributable reserves; and
Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
All of the activities of the group are from continuing operations.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,329,000 (2024: £1,000,000 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
Glasgow Healthcare Facilities (Holdings) Limited (“the Company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 2nd Floor, Drum Suite, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.
The group consists of Glasgow Healthcare Facilities (Holdings) Limited and all of its subsidiaries.
The principal activity of the Group is the provision of facility management services to the Greater Glasgow and Clyde Health Board. These services relate to two new hospitals, the New Victoria Hospital and the New Stobhill Hospital which became fully operational on 25 February 2011. The contract is in year 15 of its term expiring in 2039.
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 £.
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.
The consolidated group financial statements consist of the financial statements of the parent company Glasgow Healthcare Facilities (Holdings) Limited together with it's subsidiary, Glasgow Healthcare Facilities Limited.
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 group.
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.
The financial statements are prepared on a going concern basis which the Directors believe to be appropriate for the following reasons.
The Group prepares cash flow forecasts covering the expected life of the asset and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
Turnover represents the services' share of the management services income received by the Group for the provision of a PFI (Private Finance Initiative) asset to the customer. This income is received over the life of the concession period. Management service income is allocated between turnover, finance debtor interest and reimbursement of the finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.
Equity investments 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.
In the parent company financial statements, investments in subsidiaries 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.
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 statement of financial position 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, 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.
Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of comprehensive income, with the exception of hedging instruments in a designated hedging relationship.
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. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, including Creditors, bank loans, loans from fellow group 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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, 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 through 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The Group has entered into an arrangement with third parties that is designed to hedge future cash flows arising on variable rate interest loan arrangements, with the net effect of exchanging the cash flows arising under those arrangements for a stream of fixed interest cash flows ("interest rate swaps").
To qualify for hedge accounting, documentation is prepared specifying the hedging strategy, the component transactions and methodology used for effectiveness measurement. Changes in the carrying value of financial instruments that are designated and effective as hedges of future cash flows ("cash flow hedges") are recognised directly in a hedging reserve in equity and any ineffective portion is recognised immediately in the Statement of comprehensive income. Amounts deferred in equity in respect of cash flow hedges are subsequently recognised in the Statement of comprehensive income in the same period in which the hedged item affects net profit or loss or the hedging relationship is terminated and the underlying position being hedged has been extinguished.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the Statement of comprehensive income immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.
Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.
As described in note 16, the Group's, borrowings and hedge agreements are linked to SONIA.
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 income statement 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 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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The Company has taken the transition exemption in FRS102 Section 35.10(i) that allows the Company to continue the service concession arrangement accounting policies from previous UK GAAP.
The Company accounts for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Company on the design and construction of the asset have been treated as a finance debtor within these financial statements.
In the application of the Group’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The carrying value of those assets recorded in the Company's Statement of financial position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of financial position. Any reduction in value arising from such a review would be recorded in the Statement of comprehensive income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.
Fair values for derivative contracts are based on mark-to-market valuations provided by the contract counterparty. Whilst these can be tested for reasonableness, the exact valuation methodology and forecast assumptions for future interest rates or inflation rates are specific to the counterparty.
Accounting for the service concession contract and finance debtor requires estimation of service margin, finance debtor interest rates and associated amortisation profile which is based on projected trading results to the end of the contract.
The whole of the turnover is attributable to the principal activity of the Company wholly undertaken in the United Kingdom.
The average number of persons employed by the Group during the financial year amounted to nil (2024: nil). The directors are not employed by the Group and receive remuneration from another company for their services as directors of this entity and a number of fellow subsidiaries. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The loan to subsidiaries is unsecured and carries an interest rate of 13.75%. The principal is repayable in full by 31 March 2039. Interest is payable semi annually, commencing 31 March 2010.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Group
Other debtors include amounts owed by group undertakings relating to an unsecured intercompany loan of £2,500,000 (2024: £2,500,000) to Glasgow Healthcare Facilities (Holdings) Limited which is repayable upon demand. Interest is payable on the loan at 8% per annum. Accrued interest due from Glasgow Healthcare Facilities (Holdings) Limited as at 31 December 2025 totalled £2,791,233 (2024: £2,591,233). These amounts were classified as amounts owed by group undertakings in the prior year.
Company
Other debtors include three unsecured intercompany loans totalling £2,500,000 (2024: £2,500,000), as detailed below, which are repayable upon demand. Interest is payable on the loans at 8% per annum.
A loan of £1,250,000 (2024: £1,250,000) was advanced to NVSH Holdco Limited and accrued interest due from NVSH Holdco Limited as at 31 December 2025 totalled £1,395,617 (2024: £1,295,617).
A loan of £625,000 (2024: £625,000) was advanced to UME PFI Investments Limited and accrued interest due from UME PFI Investments Limited as at 31 December 2025 totalled £697,808 (2024: £647,808).
A loan of £625,000 (2024: £625,000) was advanced to Infrastructure Investment Holdings Limited and accrued interest due from Infrastructure Investment Holdings Limited as at 31 December 2025 totalled £697,808 (2024: £647,808).
The remaining balance relates to interest due on subordinated loan notes issued by Glasgow Healthcare Facilities Limited and amount to £672,321 (2024: £672,321). The loan notes are unsecured and carries an interest rate of 13.75% and the principal is repayable in full by 31 March 2039.
Other borrowings includes an unsecured loan advanced by Glasgow Healthcare Facilities Limited of £2,500,000 (2024: £2,500,000). This loan is repayable upon demand.
Interest is payable on this loan at 8% per annum and accrued interest due as at 31 December 2025 totalled £2,791,233 (2024 £2,591,233). This is included in amounts owed to group undertakings, along with interest due on subordinated loan notes issued by the Company of £672,321 (2024: £672,321).
a) The bank loans are stated net of debt issue costs of £950,193 (2024: £1,100,393). These costs will be allocated to the Statement of Comprehensive Income over the term of the loan facilities.
As at 31 December 2025 the balance of the loan provided to the Company by The Bank of New York Mellon Corporation totalled £120,005,897 (2024: £126,634,823) before issue costs. The loan is repayable on a semi annual basis commencing on 31 March 2010, with the final repayment due on 31 March 2037. This bank loan bears interest based on SONIA. As part of the interest rate management strategy the Company entered into an interest rate swap in respect of part of the debt maturing in March 2038. Under this swap the Company receives and pays interest on a variable basis, with the result of this arrangement being that the Company bears a total interest cost at a rate equivalent to 5.625% per annum. The bank loan is secured over the assets of the Company.
An additional bank loan was entered into on 22 December 2009 with Barclays PLC. At 31 December 2025 the balance of this loan was £10,857,808 (2024: £11,457,280) before issue costs. This loan is repayable on a semi annual basis commencing on 30 September 2011, with the final repayment due on 31 March 2038. This bank loan bears interest based on SONIA. As part of the interest rate management strategy the Company entered into an interest rate swap in respect of part of the debt maturing in September 2036. Under this swap, the Company receives and pays interest on a variable basis, with the result of this arrangement being that the Company bears a total interest cost at a rate equivalent to 7.065% per annum during the construction phase of Phase Four of the project and 6.965% thereafter until the final repayment. The bank loan is secured over the assets of the Company.
b) Loans from related parties - The total loan stock as at 31 December 2025 was £19,398,987 (2024: £19,398,987). The loan stock is unsecured and carries an interest rate of 13.75% and the principal is repayable in full by 31 March 2039. Interest is payable semi annually, commencing 31 March 2010.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Derivatives are financial instruments that derive their value from the price of an underlying item, such as interest rates or other indices. The Company's use of derivative financial instruments is described below.
Interest rate swaps
The Company has entered into interest rate swaps with third parties for the same notional amount as all of the Company's variable rate borrowings with banks which has the commercial effect of swapping the variable rate interest coupon on those loans for a fixed rate coupon. The bank loans and related interest rate swaps amortise at the same rate over the life of the loan/swap arrangements. The interest rate swaps were entered into on 23 December 2009 and expire on 31 March 2037.
The Directors believe that the hedging relationship between the interest rate swaps and related variable rate bank loans is highly effective and as a consequence have concluded that these derivatives meet the definition of a cash flow hedge and have formally designated them as such.
RPI swaps
The Company has entered into arrangements with third parties for the purpose of exchanging the vast majority of variable cash inflows arising from the operation of the Company's service concession asset in exchange for a pre-determined stream of cash inflows from these third parties. These arrangements meet the definition to be classified as derivative financial instruments. The Company entered into these derivative arrangements on 31 March 2009 and expire on 31 March 2038.
Under the terms of the project agreements, the Company is permitted to charge its principal customer, NHS Greater Glasgow and Clyde an agreed amount for the services it provides. This amount is uplifted each year commencing 1 April using the current RPI for February against the base date RPI. These derivative arrangements (RPI swaps) have the effect of exchanging variable cash inflows (impacted by changes in RPI) in exchange for a known and predetermined stream of cash flows expected to arise over the same period.
The Directors believe that the use of these RPI swaps is consistent with the Company's risk management objective and strategy for undertaking these hedges. The vast majority of the Company's cash outflows relate to borrowings (after interest rate swaps - see above) that carry a fixed coupon so that both the principal repayments, and coupon payments (after interest rate swaps - see above) are predetermined. The purpose of these hedges is to generate highly certain cash inflows so that the Company can meet its obligations under the terms of its borrowing arrangements.
The Directors believe that the hedging relationship is highly effective and that the forecast cash inflows are highly probable and as a consequence have concluded that the RPI swap derivatives meet the definition of a cash flow hedge and have formally designated them as such.
Carrying value of all derivative financial instruments
All of the Company's derivative financial instruments are carried at fair value. The net carrying value of all derivative financial instruments at 31 December 2025 amounted to net liabilities of £4,682,852 (2024: £3,396,779) for interest rate swaps and £13,955,704 (2024: £16,640,763) for RPI Swaps. All of the movements during the year in the fair value of these derivative financial instruments have been recorded in the cash flow hedge reserve amounting to a debit of £2,713,353 (2024: £7,850,578).
There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.
NVSH Holdco Limited holds 50% of the share capital and loan stock in Glasgow Healthcare Facilities (Holdings) Limited and within the year received loan stock interest of £1,333,717 (2024: £1,333,357) and dividends of £1,164,500 (2024: £500,000). Accrued interest due in respect of the loan notes, as at 31 December 2025 amounted to £336,161 (2024: £336,161). As at 31 December 2025 NVSH Holdco Limited owed loan interest of £1,395,617 (2024: £1,295,617) to Glasgow Healthcare Facilities (Holdings) Limited in respect of an intercompany loan.
UME PFI Investments Limited holds 25% of the share capital and loan stock in Glasgow Healthcare Facilities (Holdings) Limited and within the year received loan stock interest of £666,778 (2024: £668,778) and dividends of £582,250 (2024: £250,000). Accrued interest due in respect of the loan notes, as at 31 December 2025 amounted to £168,080 (2024: £168,080). As at 31 December 2025 UME PFI Investments Limited owed loan interest of £697,808 (2024: £647,808) to Glasgow Healthcare Facilities (Holdings) Limited in respect of an intercompany loan. The Group paid £47,738 (2024: £45,164) to UME PFI Investments Limited for the provision of 2 (2024: 2) directors and £nil (2024: £73,828) for the surrender of tax losses. As at 31 December 2025 £23,869 (2024: £23,082) was outstanding.
Infrastructure Investment Holdings Limited holds 25% of the share capital and loan stock in Glasgow Healthcare Facilities (Holdings) Limited and within the year received loan stock interest of £666,778 (2024: £668,778) and dividends of £582,250 (2024: £250,000). Accrued interest due in respect of the loan notes, as at 31 December 2025 amounted to £168,080 (2024: £168,080). As at 31 December 2025 Infrastructure Investment Holdings Limited owed loan interest of £697,808 (2024: £647,808) to Glasgow Healthcare Facilities (Holdings) Limited in respect of an intercompany loan. The Group paid £23,869 (2024: £45,164) to Infrastructure Investments General Partner Limited for the provision of 2 (2024: 2) directors. As at 31 December 2025 £12,066 (2024: £23,082) was outstanding.
The Group paid £322,751 (2024: £311,033) to BIIF Bidco Limited and its subsidiaries for the provision of 2 (2024: 2) directors and the provision of management services. As at 31 December 2025 £24,131 (2024: £23,335) was outstanding.