Registered number: 15937592
FOR THE YEAR ENDED 31 MARCH 2026
COMPANY INFORMATION
CONTENTS
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present their report and the financial statements for the year ended 31 March 2026.
The prior period represents the period from incorporation on 5 September 2024 to 31 March 2025. For this reason, figures may not be fully comparable.
The prior period represents the period from incorporation on 5 September 2024 to 31 March 2025. For this reason, figures may not be fully comparable.
Going concern
The directors have prepared the financial statements on the going concern basis. Further details are provided in the notes to the financial statements.
The directors who served during the year were:
Directors' indemnities
The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the financial period and remain in force at the date of this report.
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; 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 to 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS HEALTHCARE 1 LTD
Opinion
Basis for opinion
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS HEALTHCARE 1 LTD (CONTINUED)
Matters on which we are required to report by exception
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
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS HEALTHCARE 1 LTD (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 3, 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’s 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.
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 obtained a general understanding of the company's legal and regulatory framework through enquiry of management in respect of their understanding of the relevant laws and regulations.
We understand that the Company complies with requirements of the framework through:
We understand that the Company complies with requirements of the framework through:
∙Maintaining clear policies;
∙The directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly and are considered at Board meetings; and
∙Engaging external experts as required, including assistance with investment property valuations and tax compliance.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS HEALTHCARE 1 LTD (CONTINUED)
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, and which are central to the Company's ability to conduct its business and where failure to comply could result in material penalties. We have identified the following laws and regulations as being of significance in the context of the company;
∙Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements;
∙Health and Safety Legislation regarding building safety standards; and
∙UK tax law.
We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:
∙We made enquiries of management, including relating to legal correspondence, and reviewed board meeting minutes; and
∙We obtained written management representations regarding disclosure of any non-compliance with laws and regulations.
The senior statutory auditor led a discussion with all members of the engagement team regarding susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The key areas identified in this discussion related to the potential manipulation of the financial statements through manual journal entries and inappropriate inputs to the valuation of investment property.
Audit procedures performed by the engagement team on the above areas included:
Audit procedures performed by the engagement team on the above areas included:
∙Testing a sample of manual journal entries, selected based on specific risk criteria which were identified taking into account the Company's business processes;
∙Performing planned audit procedures over the valuation process for investment property; and
∙Evaluating the appropriateness of the assumptions made within the valuation of investment property.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS HEALTHCARE 1 LTD (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
45 Gresham Street
EC2V 7BG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 26 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
NSS Healthcare 1 Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 15937592). The registered office address is Eagle House First Floor, 50 Marshall Street, London, England, W1F 9BQ.
The presentational currency of these financial statements is GBP (£).
The presentational currency of these financial statements is GBP (£).
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies 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 following principal accounting policies have been applied:
The Company has net assets of £4,440,710 and net current liabilities of £21,301,949.
The directors of the 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 12).
The directors have received written assurances from NSS V LP confirming they will not request repayment of any intercompany loans for a period of at least 12 months should the 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 Company is well placed to manage its business risks successfully and have a reasonable expectation that the Company has adequate resources to continue its operational existence and meet its 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.
The directors of the 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 12).
The directors have received written assurances from NSS V LP confirming they will not request repayment of any intercompany loans for a period of at least 12 months should the 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 Company is well placed to manage its business risks successfully and have a reasonable expectation that the Company has adequate resources to continue its operational existence and meet its 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Company is a subsidiary of NSS Healthcare Holdco Ltd which on 1 November 2025 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 6).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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.
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.
The Company'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 Company 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 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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.
In relation to fully developed investment property, the valuation is primarily derived using comparable recent market transactions on arm's length terms and using appropriate valuation techniques. The fair value of investment property is determined using the income capitalisation approach. Under this approach, forecast net cash flows, based upon current market derived estimated rental values together with estimated costs, are discounted at market derived capitalisation rates to assess fair value. All other factors remaining constant, an increase in capitalisation rates (significant input) would result in a fall in value and vice versa. An increase in estimated rental values will increase values and vice versa.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument.
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.
The Company's policies for its major classes of financial assets and financial liabilities are set out below.
Basic financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not market rate,
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Basic financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest method.
Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument.
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.
The Company's policies for its major classes of financial assets and financial liabilities are set out below.
Basic financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not market rate,
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Basic financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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 the Statement of Comprehensive Income.
Derivative financial instruments
The Company uses derivative financial instruments to reduce exposure to interest rate movements. The Company 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.
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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 the Statement of Comprehensive Income.
Derivative financial instruments
The Company uses derivative financial instruments to reduce exposure to interest rate movements. The Company 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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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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 7.
Derivatives
The Company obtains valuations performed by external valuers in order to determine the fair value of the derivatives. The fair value of the Company'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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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
5.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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The 2026 valuations were made by Avison Young, on an open market value basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The Company's immediate parent company is NSS Healthcare Holdco Ltd , a company registered in England and Wales.
The Company's ultimate parent undertaking isNewcore Strategic Situations V LP , a Limited Partnership registered in England and Wales.
The smallest group of undertakings for which group accounts for the period ending 31 March 2026 have been drawn up, is that headed byNSS Healthcare Holdco Ltd . The registered office address of NSS Healthcare Holdco Ltd is Eagle House First Floor, 50 Marshall Street, London, W1F 9BQ. Copies of the Group accounts are available from Companies House.
The largest group of undertakings for which group accounts for the period ending 31 March 2026 have been drawn up, is that headed byNewcore Strategic Situations V LP . The registered office address of Newcore Strategic Situations V LP is Eagle House First Floor, 50 Marshall Street, London, W1F 9BQ. Copies of the Group accounts are not publicly available.
The directors do not consider there to be an ultimate controlling party .
The Company's ultimate parent undertaking is
The smallest group of undertakings for which group accounts for the period ending 31 March 2026 have been drawn up, is that headed by
The largest group of undertakings for which group accounts for the period ending 31 March 2026 have been drawn up, is that headed by
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