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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
NSS Healthcare Holdco Ltd is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 15934892). The registered office address is Eagle House, First Floor, 50 Marshall Street, London, United Kingdom, W1F 9BQ.
The Company's functional and presentational currency is GBP. The prior period represents the period from incorporation on 4 September 2024 to 31 March 2025. For this reason, results may not be fully comparable.
2.Accounting policies
The consolidated financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Group has net assets of £4,590,214 and net current liabilities of £34,828,472. The Company has net liabilities of £143,431 and net current liabilities of £143,431.
The directors of the Group and Company have performed an assessment, using forecasted cashflows using both normal and worst-case scenarios, for at least 12 months from the date of signing of these financial statements. The forecasts include the drawdown of a new third party bank loan (see note 16). The directors have received written assurances from Newcore Strategic Situations V LP ('NSS V LP') confirming they will not request repayment of any intercompany loans for a period of at least 12 months should the Group or Company not be in a position to pay. The directors have considered NSS V LP's ability to provide these assurances and have satisfied themselves that they are able to do so. The directors have concluded that the Group and Company are well placed to manage its business risks successfully and have a reasonable expectation that the Group and Company have adequate resources to continue their operational existence and meet their liabilities as they fall due for the foreseeable future. The directors have also assessed the projected loan covenants and have a reasonable expectation that they are complying. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Rental income, including any lease incentives received, are charged to the Statement of Comprehensive Income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is credited to the Statement of Comprehensive Income on a straight-line basis over the lease term. Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
On 1 November 2025 NSS Healthcare Holdco Ltd became a UK REIT and as a result, profits are exempt from corporation tax on the profits and gains from its property rental business, provided it meets certain conditions set out in the UK REIT regulations (Note 9).
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Group's holding of freehold and leasehold property interest is classified as investment property. Investment property is measured initially at cost, including related transaction costs, which also includes Stamp Duty Land Tax (SDLT). After initial recognition, investment property is carried at the fair value determined on the basis of independent valuations as at that date net of transaction costs, including SDLT. Fair value is based on open market prices, adjusted as necessary, for any difference in the nature, location or condition of the specific asset. The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in light of current market conditions. Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. Unrealised gains and losses arising on revaluation of the investment property are included in the Consolidated Statement of Comprehensive Income for the year. Rent free (lease incentives) and capital incentives given to tenants are amortised over the term of the lease. Where the Group disposes of a property at fair value in an arm's length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the Consolidated Statement of Comprehensive Income. When investment properties are transferred between entities under common control within the Group structure, they are recorded at existing book cost. No profit or loss is recognised on such transfers. After transfer, the property continues to be accounted for in line with the Group's policy on investment properties. Investment properties are stated at fair value as at 31 March 2026 as determined by independent professional valuers. The valuations are prepared in accordance with the professional standards, valuation technical and performance standards and valuation applications in accordance with the current version of the RICS Valuation - Global Standards and the RICS Valuation - Professional Standards UK (the ''Red Book"). The valuers hold relevant professional qualification with recent experience in the location and category of the investment property being valued.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below,
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. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.
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.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. 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. Debt instruments may be designated as being measured at fair value through the Statement of Comprehensive Income 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.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Impairment of financial assets
Financial assets, other than those held at fair value through the Statement of Comprehensive Income, 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. 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 group after deducting all of its liabilities.
Equity instruments
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. Derivative financial instruments The Group uses derivative financial instruments to reduce exposure to interest rate movements. The Group does not hold or issue derivative financial instruments for speculative purposes. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the Statement of Comprehensive Income immediately.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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. Critical judgements in applying the Group's accounting policies The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Fair value of investment property The fair value of investment property is determined by using valuation techniques. There are inter-relationships between unobservable inputs. Expected vacancy rates may impact the yield with higher vacancy rates resulting in higher yields. An increase in the future rental income may be linked with higher costs. If the remaining lease term increases, the yield may decrease. For further details, see note 11. Derivatives The Group obtains valuations performed by external valuers in order to determine the fair value of the derivatives. The fair value of the Group's interest rate swap is determined by external valuers using valuation techniques that require judgement in selecting appropriate market assumptions, including discount rates and forward interest rate curves. These estimates are based on observable market data where available, but where such data is not available, management applies judgement to determine the most appropriate inputs. Changes in these assumptions could have a material impact on the fair value recognised in the financial statements.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
8.Taxation (continued)
There were no factors that may affect future tax charges.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The 2026 valuations were made by Avison Young, on an open market value for existing use basis.
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NSS HEALTHCARE HOLDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The Company's immediate and ultimate parent company is
The smallest and largest group of undertakings for which group accounts for the year ending 31 March 2026 have been drawn up, is that headed by
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