Company registration number 05755001 (England and Wales)
BRISTOL PFI LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BRISTOL PFI LIMITED
COMPANY INFORMATION
Directors
K Savjani
M Templeton
D Ward
S McGhee
(Appointed 25 August 2025)
Secretary
Resolis Limited
Company number
05755001
Registered office
Alder Castle
10 Noble Street
London
United Kingdom
EC2V 7JX
Auditor
Johnston Carmichael LLP
Strathlossie House
1 Kirkhill Avenue
Elgin
United Kingdom
IV30 8DE
BRISTOL PFI LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 21
BRISTOL PFI LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
The Company is principally engaged in operating a PFI contract for the design, build and operation of four schools under the terms of a concession agreement dated 3 July 2006 between the Company and Bristol City Council. The concession period is twenty-five years from the end of construction.
The company's concession agreement requires it to finance, design, construct and then maintain the school for a primary concession period of twenty-five years from their completion.
Work began on the development of the schools in July 2006. Service commencement of each of the four schools was in line with the contract with Bristol City Council and occurred in August 2007, April 2018 and December 2008.
The company profit after taxation for the year is £2,429,000 (2024: £1,310,000) and the net liabilities of the company are £471,000 (2024: £986,000).
Principal risks and uncertainties
Liquidity risk
The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business. At the start of the PFI contract, the company negotiated debt facilities with an external party to ensure that the company has sufficient funds over the life of the PFI concession.
Interest rate risk
The company’s borrowings expose it to cash flow risk primarily due to the financial risks of changes in interest rates. The company uses interest rate swaps to manage the risk and reduce its exposure to changes in interest rates.
Inflation rate risk
The companies' projected revenues and most of their costs were linked to inflation at the inception of the projects, resulting in the projects being largely insensitive to inflation.
Credit risk
The company’s principal financial assets are cash, finance debtor and trade and other receivables. The company’s credit risk is primarily attributable to its trade receivables which are with one counterparty, although in the opinion of the board of directors this risk is limited as the receivables are with a local government authority.
Lifecycle risk
Lifecycle expenditure is the main risk to the business. The risk being that the allowance for lifecycle costs factored into the financial model is insufficient to cover future lifecycle expenditure, thus resulting in lower profitability and reduced distributions. This is mitigated by regular lifecycle reviews undertaken by the management services provider and a detailed lifecycle review performed every five years.
Development and performance
The directors are not aware, at the date of this report, of any major changes in the company's activities in the next year.
BRISTOL PFI LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators
Financial penalties are levied by the Bristol City Council in the event of performance standards not being achieved according to detailed criteria set out in the Project Agreement. The deductions are passed onto the service provider but the quantum is an indication of unsatisfactory performance. During the year ending 31 December 2025 there were deductions of £17,000 (2024: £24,000).
.............................................
S McGhee
Director
Date: .............................................
BRISTOL PFI LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company continued to be the provision of four schools for Bristol City Council, as part of the PFI contract with Council
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £1,465,222. (2024: £1,541,109). The directors do not recommend payment of a final dividend. Since the year end, no further dividends have been paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
KA Cunningham
(Resigned 25 August 2025)
K Savjani
M Templeton
D Ward
S McGhee
(Appointed 25 August 2025)
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the 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.
On behalf of the board
S McGhee
Director
23 June 2026
BRISTOL PFI LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
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;
state whether applicable UK 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 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.
BRISTOL PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BRISTOL PFI LIMITED
- 5 -
Opinion
We have audited the financial statements of Bristol PFI Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
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 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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
BRISTOL PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BRISTOL PFI LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• Adequate accounting records have not been kept, or 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
• We have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on Page 4, 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.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
BRISTOL PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BRISTOL PFI LIMITED (CONTINUED)
- 7 -
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level and reasoning behind the company's procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Recalculating the unitary charge received by taking the base charge per the project agreement and uplifting for RPI;
Agreeing a sample of income receipts to supporting documents and bank statements;
Reconciling the finance income and amortisation to the finance debtor reconciliation to ensure allocation methodology is in line with contractual terms and relevant accounting standards;
Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and
Agreement of the financial statements disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
BRISTOL PFI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BRISTOL PFI LIMITED (CONTINUED)
- 8 -
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.
Fiona Munro (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Elgin, United Kingdom
23 June 2026
BRISTOL PFI LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£'000
£'000
Turnover
3
14,973
13,386
Cost of sales
(11,378)
(10,678)
Gross profit
3,595
2,708
Administrative expenses
(965)
(785)
Operating profit
2,630
1,923
Interest receivable and similar income
7
4,035
4,466
Interest payable and similar expenses
8
(3,980)
(4,361)
Profit before taxation
2,685
2,028
Tax on profit
9
(256)
(718)
Profit for the financial year
2,429
1,310
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(599)
2,005
Tax relating to other comprehensive income
150
(501)
Total comprehensive income for the year
1,980
2,814
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BRISTOL PFI LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors falling due after more than one year
11
57,778
63,319
Debtors falling due within one year
11
12,196
11,068
Cash at bank and in hand
10,731
8,806
80,705
83,193
Creditors: amounts falling due within one year
12
(10,002)
(7,526)
Net current assets
70,703
75,667
Creditors: amounts falling due after more than one year
13
(71,174)
(76,653)
Net liabilities
(471)
(986)
Capital and reserves
Called up share capital
16
10
10
Hedging reserve
(1,582)
(1,133)
Profit and loss reserves
1,101
137
Total equity
(471)
(986)
The financial statements were approved by the board of directors and authorised for issue on 23 June 2026 and are signed on its behalf by:
S McGhee
Director
Company registration number 05755001 (England and Wales)
BRISTOL PFI LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Hedging reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
Balance at 1 January 2024
10
(2,637)
368
(2,259)
Year ended 31 December 2024:
Profit
-
-
1,310
1,310
Other comprehensive income:
Cash flow hedges gains
-
2,005
-
2,005
Tax relating to other comprehensive income
-
(501)
(501)
Total comprehensive income
-
1,504
1,310
2,814
Dividends
10
-
-
(1,541)
(1,541)
Balance at 31 December 2024
10
(1,133)
137
(986)
Year ended 31 December 2025:
Profit
-
-
2,429
2,429
Other comprehensive income:
Cash flow hedges gains
-
(599)
-
(599)
Tax relating to other comprehensive income
-
150
150
Total comprehensive income
-
(449)
2,429
1,980
Dividends
10
-
-
(1,465)
(1,465)
Balance at 31 December 2025
10
(1,582)
1,101
(471)
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information
Bristol PFI Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alder Castle, 10 Noble Street, London, United Kingdom, EC2V 7JX.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
The Directors have reviewed detailed model forecasts, which forecast financial performance through to project completion (in August 2034), incorporating relevant terms of the Project Agreements, subcontracts and Credit Agreements and reasonable, prudent economic assumptions. These forecasts are updated semi-annually and predict that the Company will be profitable and will have sufficient cashflow to meet its liabilities as they fall due through to the end of their concession.
1.3
Revenue recognition and finance debtor
Turnover represents the services' share of the management services income received by the company 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 finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract. Variations and pass through income under the Project Agreement are included within Turnover.
Turnover is shown net of VAT and other sales related taxes.
The company is accounting 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 assets have been treated as a finance debtor within these financial statements.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Cash balances that are held in deposit accounts maturing over 3 months from the balance sheet date are classified as cash investments. Bank overdrafts are shown within borrowings in current liabilities.
Restricted Cash
Cash at bank includes £5,948,526 (2024: £5,751,000) restricted from use in the business, being held in the Company's reserve accounts under the terms of its Senior Loan facility.
1.5
Financial instruments
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
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 assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
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 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.
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.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
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.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
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 profit and loss account, 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 when the company has 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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Service concession arrangement
The company accounts for the project as a service concession arrangement. The directors use their judgement in selecting the appropriate financial asset rate to be applied in order to allocate the income received between revenue, and capital repayment of and interest income on the financial asset; and also the service margin that is used to recognise service revenue. The directors have also used their judgement in assessing the appropriateness of the future maintenance costs that are included in the company's forecasts. The directors will continue to monitor the condition of the assets and undertake a regular review of maintenance spend.
3
Turnover
2025
2024
£'000
£'000
Turnover analysed by class of business
Service income
12,991
10,237
Passthrough income
1,982
3,149
14,973
13,386
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover
(Continued)
- 16 -
2025
2024
£'000
£'000
Turnover analysed by geographical market
United Kingdom
14,973
13,386
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company and its parent company
20
19
5
Employees
The company had no employees during the year (2024: nil).
6
Directors' remuneration
No remuneration was paid to the directors. (2024: nil).
7
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest on bank deposits
177
307
Other interest income
3,858
4,159
Total income
4,035
4,466
2025
2024
Investment income includes the following:
£'000
£'000
Interest on financial assets not measured at fair value through profit or loss
177
307
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
8
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
3,046
3,357
Interest payable to group undertakings
906
941
3,952
4,298
Other finance costs:
Other interest
28
63
3,980
4,361
9
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
672
500
Adjustments in respect of prior periods
(416)
218
Total current tax
256
718
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:
2025
2024
£'000
£'000
Profit before taxation
2,685
2,028
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
671
507
Tax effect of expenses that are not deductible in determining taxable profit
1
6
Adjustments in respect of prior years
(415)
218
Group relief
(13)
Taxation charge for the year
256
718
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2025
2024
£'000
£'000
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
(150)
501
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
10
Dividends
2025
2024
£'000
£'000
Interim paid
1,465
1,541
11
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Trade debtors
6
58
Other investments
5,654
5,555
Finance debtor
5,691
5,372
Other debtors
3
3
Prepayments and accrued income
842
80
12,196
11,068
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Finance debtor
57,250
62,941
Deferred tax asset (note 15)
528
378
Total debtors
69,974
74,387
12
Creditors: amounts falling due within one year
2025
2024
Notes
£'000
£'000
Bank loans
14
4,373
4,427
Trade creditors
1,586
145
Amounts owed to group undertakings
598
612
Corporation tax
645
240
Other taxation and social security
231
542
Other creditors
809
Accruals and deferred income
2,569
751
10,002
7,526
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
13
Creditors: amounts falling due after more than one year
2025
2024
Notes
£'000
£'000
Bank loans and overdrafts
14
46,351
50,740
Other borrowings
14
6,601
6,980
Derivative financial instruments
2,111
1,511
Other creditors
16,112
17,422
71,175
76,653
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
14
Loans and overdrafts
An analysis of the maturity of loans is given below:
2025
2024
£'000
£'000
Amounts falling due within one year or on demand:
Senior secured loan
4,373
4,427
Loans from group undertakings
597
-
4,970
4,427
Amounts falling due between two and five years:
Senior secured loan
22,471
50,740
Loans from group undertakings
6,601
-
29,072
50,740
Amounts falling due after more than five years:
Repayable by instalments
Senior secured loan
23,880
-
Loans from group undertakings
-
6,980
23,880
6,980
The total cash repayable on the loan is as follows :
Bank loans
50,724
55,167
Loans from group undertakings
7,198
6,980
57,922
62,147
Payable within one year
4,970
4,427
Payable after one year
52,952
57,720
57,922
62,147
Borrowing facilities
The bank loan bears interest based on SONIA. The term loans are secured in favour of Barclays Bank PLC, Sumitomo Mitsui Banking Corporation Europe limited, Adriana Infrastructure CLO 2008-1 BV, Skandinaviska Enskilda Banken AB (Publ), and FMS Wertmanagement over all the assets of the company.
The bank loan in repayable on a 6 monthly basis commencing on 31 March 2009. The final repayments is 13 August 2033. The loan stock carries an interest rate of 12.50% per annum. The principal is repayable half yearly between 31 March 2009 and 30 September 2034. The loan stock is unsecured.
Financial derivatives
As part of the interest rate management strategy, the company entered into an interest rate swap in respect of the debt maturing 13 August 2033. Under this swap, the company's loans are hedged such that interest is payable at a fixed rate of between 5.42% and 5.69% which includes a margin of 0.7%. The SONIA rate is determined five business days before the end of each calendar month, with an agreed margin of 0.2766%.
BRISTOL PFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
15
Deferred taxation
The following are the major deferred tax assets recognised by the company and movements thereon:
Assets
Assets
2025
2024
Balances:
£'000
£'000
Deferred tax on revaluation of fair value derivatives
528
378
The deferred tax asset is tied to the value of the interest rate swap and will unwind fully at the conclusion of the interest rate swap agreement.
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10
10
17
Related party transactions
The share capital of the Company is held wholly by Bristol PFI (Holdings) Limited.
Bristol PFI Development Limited has a 74.94% shareholding in Bristol PFI(Holdings) Limited. Directors fees of £101,326 for the year ended 31 December 2025 were payable to Biggin Investments Limited and JLIF Investments Limited via their shareholdings in Bristol PFI Development Limited (2024: £97,510). At 31 December 2025 there was £nil due to these companies (2024: £nil) due to Biggin Investments Limited and £nil due to JLIF Investments Limited). Bristol PFI Limited owed Director fees to Bristol PFI Development Limited as at 31 December 2025 of £nil in trade creditors (2024: £nil) and £nil in accruals (2024: £nil).
Bristol LEP Limited has a 10% shareholding in Bristol PFI (Holdings) Limited. Fees of £226,496 for the year ended 31 December 2025 were payable to Bristol LEP Limited (2024: £237,729). At 31 December 2025 there was £nil due to Bristol LEP Limited in trade creditors (2024: £24,296).
Since 27th October 2020, IIC Bristol Infrastructure Limited has had a 100% shareholding of Bristol PFI Development Limited, a 100% shareholding of Bristol PFI Debt Co 1 Limited and a 100% shareholding in IIC Bristol Subdebt Limited. Loan stock interest of £717,518 for the year ended 31 December 2025 was payable to IIC Bristol Subdebt Limited (2024: £753,713). At 31 December 2025 there was £5,583,995 of loan stock due to IIC Bristol Subdebt Limited in creditors (2024: £5,888,184),representing 80% of the total loan stock balance, and £175,934 of interest payable due to IIC Bristol Subdebt Limited in accruals (2024: £185,518).
Building Schools for the Future Investments (Bristol) Limited has a 15.06% shareholding in Bristol PFI (Holdings) Limited and a 10% shareholding in Bristol LEP Limited. Loan stock interest of £179,379 for the year ended 31 December 2025 was payable to Building Schools for the Future Investments (Bristol) Limited (2024: £188,428). At 31 December 2025 there was £1,395,998 of loan stock due to Building Schools for the Future Investments (Bristol) Limited in creditors (2024: £1,472,046) representing 20% of the total loan stock balance, and £43,984 of interest payable due to Building Schools for the Future Investments (Bristol) Limited in accruals (2024: £46,380).
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