The directors present their annual report and financial statements for the year ended 31 December 2025.

Nord/LB Project Holding Ltd ("the Company") is a private company limited by shares and incorporated in England.

The principal activity of the Company is that of an investment holding company for equity participations in Public Private Partnership ("PPP") transactions, which are formed as project companies for transactions with public authorities.

The Company is a wholly-owned subsidiary of NORD/LB Norddeutsche Landesbank Girozentrale ("the Parent Company"), a bank registered in Germany. The Parent Company provides funding to the PPP Projects in which the Company has an equity share.

Business review

• PPP Services (North Ayrshire) Holdings Limited was established on 23 December 2005 to hold an investment in PPP Services (North Ayrshire) Ltd, an SPV whose principal activities are the provision of design, construction, finance and facilities management services to North Ayrshire Council (Scotland) with regard to a PPP schools project for which Norddeutsche Landesbank, London Branch ("NORD/LB") is providing external finance. The project involves the construction and operation of 4 schools in North Ayrshire. The last school was completed in January 2008, and all schools are in operation. The length of the concession contract is 30 years from construction completion. The project's operation is in line with the Financial Model projections and there are no restrictions on distributions. The Operating profit of the SPV at 31 December 2025 was GBP 3,363,225. The Annual Debt Service cover Ratio ("ADSCR") and Loan Life Cover Ratio ("LLCR") at 31 March 2026 are 1.220 and 1.276 respectively. The project performance is closely monitored by NORD/LB and its advisers.

• FCC (East Ayrshire) Holdings Limited was established on 07 April 2006 to hold an investment in FCC (East Ayrshire) Ltd, an SPV whose principal activities are the provision of design, construction, finance and facilities management services to East Ayrshire Council (Scotland) with regard to a PPP schools project for which NORD/LB.is providing external finance. The project involves the construction and operation of 4 schools in East Ayrshire. The last school was completed in September 2008, and all schools are in operation. The length of the concession contract is 30 years from construction completion. The project's operation is in line with the Financial Model projections and the Operating profit of the SPV at 31 December 2025 was GBP 1,997,100. The ADSCR and LLCR at 31 March 2026 are 1.577 and 1.288 respectively. The project performance is closely monitored by NORD/LB and its advisers.

• Fire Support (SSFR) Holdings Limited ("Fire Support") was established on 11 September 2009 to hold an investment in Fire Support (SSFR) Ltd, an SPV whose principal activities are the finance, design and management of 10 new build fire stations for Stoke on Trent and Staffordshire Fire & Rescue Service under the UK Private Finance Initiative. The last fire station was completed in November 2011. All fire stations are now in operation. A refinancing was agreed in 2016, whereby the NORD/LB became the sole lender to the project. Performance and deduction levels are satisfactory. The project's operation is in line with the Financial Model projections and there are no restrictions on distributions. The Operating profit of the SPV at 31 December 2025 was GBP 276,000. The ADSCR and LLCR at 31 March 2026 are 1.231 and 1.333 respectively. The project performance is closely monitored by NORD/LB and its advisers.

The profit for the year, after taxation, amounted to €628,205 (2024: €1,234,553).

No dividend was declared and paid in the year (2024: NIL).

The Statement of Income and Retained Earnings is set out on page 7. The changes in the earnings in 2025 compared to 2024 are due to the performance of the underlying business activities. Development of the Company's earnings depends on dividends paid by the aforementioned PPP project companies. During the year the Company received dividends of:

- €267,408 (2024 - €498,124) paid by PPP Services (North Ayrshire) Holdings Limited.

- €289,704 (2024 - €648,056) paid by FCC (East Ayrshire) Holdings Ltd.

- €84,137 (2024 - Nil) paid by Fire Support (SSFR) Limited

The directors consider the year-end financial position to be satisfactory considering these facts.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Directors' indemnities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its Directors.

There have been no significant events affecting the Company since the year end.

The external business environment remained challenging throughout 2025, with continued geopolitical uncertainty, inflationary pressures and relatively high borrowing costs. Although inflation reduced significantly from its previous peak and the Bank of England began gradually reducing interest rates, uncertainty remained regarding the pace and sustainability of further improvements in economic conditions. These factors continued to place pressure on affordability and created a risk of financial instability for the Company. The Bank of England reduced Bank Rate to 4% in August 2025 but noted that inflation had increased during the year and that uncertainty arising from global developments remained.

The directors have considered the potential future impact of the economic environment on the Company’s three investments. The directors do not anticipate any significant changes in the income generated by the investments, given the continued government support associated with local authorities, which remain the principal counterparties in the underlying projects.

Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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; 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.

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.

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy are subject to a number of risks. The principal risks of the Company are equity valuation risk on the equity participations in PPP transactions and the deposits with the Parent Company, which are considered to be insignificant. Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. All risks are closely monitored by the management team.

Going concern

The financial statements have been prepared on the going concern basis. The directors have considered the Company's business model, the main risks and uncertainties of the business, as well as the current economic and political environment. On the basis of their assessment, they have concluded that the operating environment for PPP projects in the UK remains stable, therefore the Company's current financial position and future financial performance will not be adversely affected. The directors are not aware of any plans to terminate or significantly curtail activities and have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

On behalf of the board

We have audited the financial statements of Nord/LB Project Holding Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, the balance sheet 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.

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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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 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

• 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 take advantage of the small companies exemption from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to a failure to comply with tax regulations, health and safety regulations, and anti-bribery and anti-corruption laws as considered to be those with non-compliance that have a direct impact on the effective preparation of the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the auditors included:

• Discussions with the director, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

• Assessing management’s significant judgements and estimates in particular those relating to investment valuations; and

• Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale.

There are inherent limitations in the audit procedures described above, 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. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of

income and retained earnings.

Nord/LB Project Holding Ltd is a company incorporated in England and Wales.

The company's registered number and registered office address can be found on the Information page.

The principal activity of the Company is that of an investment holding company for equity participations in Public Private Partnership ("PPP") transactions, which are formed as project companies for transactions with public authorities.

The Company is a wholly-owned subsidiary of NORD/LB Norddeutsche Landesbank Girozentrale ("the Parent Company"), a bank registered in Germany. The Parent Company provides funding to the PPP Projects in which the Company has an equity share.

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 ("FRS 102") and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).

The following principal accounting policies have been applied:

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.true

Revenue, in the context of the activities of the Company as an investment company, is represented by the receipt of dividends, interest income, directors' fees and other transactional gains and losses from its investing activities. Interest income is recognised on the accruals basis. Interim dividends from investees are recognised when they are paid and final dividends from investees are recognised when the Company becomes entitled to receive the amount.

The investments in associates represent PPP equity participations. They are accounted for as associates on the basis of significant influence. The Company's ability to appoint directors to the board of each company is deemed to give it the power to participate in the financial and operating policy decisions of the company, but does not give it control or joint control over those policies.

Investments in associates are measured at cost less accumulated impairment. An impairment review of the assets is carried out annually.

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 current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

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.

Functional and presentation currency

The Company's functional and presentational currency is Euro.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland:

• the requirements of Section 7 Statement of Cash Flows;

• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of NORD/LB Norddeutsche Landesbank Girozentrale as at 31 December 2025 and these financial statements may be obtained from the company's registered office address.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

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

Impairment of investments

Determining whether investments are impaired requires an estimation of the value in use of the subsidiary company to which the investment has been allocated versus an estimation of the market value on sale less cost to sell. Key areas of judgement in the value in use calculation include the estimation of the future growth rate of the sales. There was no impairment recognised for the year ended 31 December 2025 (2024: €NIL). See note 8 for the net book value of the investments and accounting policy 1.4 for the method of valuation.

The average monthly number of persons (including directors) employed by the company during the year was:

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

The directors believe that the carrying value of the investments is supported by the underlying performance of the companies.

Capital reserve

The capital reserve represents the value of the share capital transferred to reserves.

Profit and loss account

The profit and loss account represents the total undistributed profits less losses.

There have been no significant events affecting the Company since the year end.

There were no transactions with directors or officers during the year.

The Company has taken advantage of the exemption conferred by section 33.1A of Financial Reporting Standard 102: Related Party Disclosures, from the requirement to disclose transactions with other wholly-owned group undertakings.

The consolidated group financial statements are published by the ultimate holding company.

The Company's investments, FCC (East Ayrshire) Holdings Limited, PPP Services (North Ayrshire) Holdings Limited and Fire Support (SSFR) Holdings Limited, are related parties of the Company. Transactions and outstanding balances are summarised below:

The company's immediate and ultimate holding and controlling company is NORD/LB Norddeutsche Landesbank Girozentrale, which is incorporated in the Federal Republic of Germany.

The ultimate holding company's financial statements may be obtained from its website www.nordlb.de/.