The directors present their Strategic report of Consort Healthcare (Durham) Limited ("the Company") for the year ended 31 December 2025.
The results for the year are set out on page 9.
The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.
As the project approaches expiry in March 2028, the Company’s directors have commenced engagement with County Durham and Darlington NHS Foundation Trust (“Trust”) to agree the contractual standards the facility should be measured against. As is common with complex projects of this nature, there is an increased risk of commercial disputes arising from differences in interpretation of deliverables, performance standards, or contract close-out procedures.
While management is actively working with the relevant stakeholders to reach a satisfactory conclusion of the PFI concession contract, the potential for formal claims or legal proceedings cannot be completely ruled out. Any such disputes could result in financial costs, reputational impact, or delays in settlement of final payments.
At the balance sheet date, the company are not aware of any commercial disputes requiring further disclosure in these financial statements. Directors will continue to monitor the situation and assess the need for recognition or disclosure in future reporting periods.
Future developments
The directors intend for the business to continue to operate in line with the financial forecasting model and contractual terms and do not envisage and strategic changes.
Financial Instruments
Due to the nature of the Company's business, the financial risks the directors consider relevant to the Company is credit, cash flow, liquidity and contractual relationships. The credit risk is not considered significant as the client is a quasi governmental organisation.
Many of the cash flows risks are addressed by means of contractual provisions. The Company's liquidity risk is principally managed through financing by means of long-term borrowings.
Contractual Relationships
The Company operates within a contractual relationship with its primary customer, County Durham and Darlington NHS Foundation Trust. Impairment of this relationship could have an impact upon the Company and lead to a breach of contract. Consequently, to manage this risk, the Company's directors has regular meetings with County Durham and Darlington NHS Foundation Trust, including discussions on performance, project processes, future plans and customer requirements. Performance risk is largely passed down to the service providers under the terms of the sub-contracts.
These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.
The directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the performance or position of the Company.
Climate Change
The directors recognise that it is important to disclose their view of the impact of climate change on the company. The company's key operational contracts are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the company's operations, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the company's operational or financial performance arising from climate change.
This report was approved by the board of directors on 17 September 2026 and signed on behalf of the board by:
The directors present their annual report and the audited financial statements of Consort Healthcare (Durham) Limited ("the Company") for the year ended 31 December 2025.
The results for the year are set out on page 9.
The profit for the financial year, after taxation, amounted to £4,892,071 (2024: profit of £6,267,088).
The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.
Ordinary dividends were paid amounting to £13,079,650 (2024: £12,075,000). The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).
The directors must not approve the non-statutory 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 non-statutory financial statements, the directors are responsible for:
selecting suitable accounting policies and then apply them consistently;
stating whether applicable United Kingdom Accounting Standards, comprising FRS102 have been followed, subject to any material departures disclosed and explained in the financial statements;
making judgements and accounting estimates that are reasonable and prudent; and
preparing 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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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.
The financial statements were approved and signed by the directors and authorised for issue on 17 September 2026.
Steven McGhee
Director
Basis for opinion
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
Strategic and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and the Directors' report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic and Directors' reports.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:
Enquiries of management around known or suspected instances of non-compliance with laws and regulations, claims and litigation, and instances of fraud;
Understanding of management's controls designed to prevent and detect irregularities;
Review of board minutes;
Challenging management on assumptions and judgements made in their significant accounting estimates;
Testing journal entries to assess whether any appeared unusual, in particular any affecting revenue or distributable reserves; and
Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
All the activities of the company are from continuing operations.
The notes on pages 12 to 21 form part of these financial statements.
The notes on pages 12 to 21 form part of these financial statements.
The notes on pages 12 to 21 form part of these financial statements.
Consort Healthcare (Durham) Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered in England and Wales. The registered office is located at 8th Floor, 6 Kean Street, London, WC2B 4AS.
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 £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches,
Section 33 ‘Related Party Disclosures’: Not to disclose transactions with wholly owned members of a group.
The financial statements of the company are consolidated in the financial statements of Consort Healthcare (Durham) Holdings Limited. These consolidated financial statements are available from its registered office at 8th Floor, 6 Kean Street, London, WC2B 4AS.
As the project approaches expiry, scheduled March 2028, the Company’s directors have commenced engagement with County Durham and Darlington NHS Foundation Trust (“Trust”) to agree the contractual standards the facility should be measured against. As is common with complex projects of this nature, there is an increased risk of commercial disputes arising from differences in interpretation of deliverables, performance standards, or contract close-out procedures.
While management is actively working with the relevant stakeholders to reach a satisfactory conclusion of the PFI concession contract, the potential for formal claims or legal proceedings cannot be completely ruled out. Any such disputes could result in financial costs, reputational impact, or delays in settlement of final payments.
At the balance sheet date, the company are not aware of any commercial disputes requiring further disclosure in these accounts. Directors will continue to monitor the situation and assess the need for recognition or disclosure in future reporting periods.
In light of this, the Directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price including transaction costs and debtors are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of comprehensive income.
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.
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 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 that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset 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.
The Company has taken the transition exemption in FRS102 Section 35.10(i) that allows the Company to continue the service concession arrangement accounting policies from previous UK GAAP.
The Company accounts for the concession asset based on the ability to substantially transfer all the risks and rewards of ownership to the customer, with this arrangement the costs incurred by the Company on the design and construction of the asset have been treated as a finance debtor within these financial statements.
In the application of the 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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
The carrying value of those assets recorded in the Company's Statement of financial position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of financial position. Any reduction in value arising from such a review would be recorded in the Statement of comprehensive income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.
Accounting for the service concession contract and finance debtor requires estimation of service margin, finance debtor interest rates and associated amortisation profile which is based on projected trading results to the end of the contract.
The whole of the turnover is attributable to the principal activity of the Company wholly undertaken in the United Kingdom.
Audit fees paid include £2,880 paid in respect of the audit of the Company's parent (2024: £2,770).
The average number of persons employed by the Company during the financial year amounted to nil (2024: nil). The directors are not employed by the Company and receive remuneration from another company for their services as directors of this entity and a number of fellow subsidiaries. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Other borrowings relates to subordinated loan stock, further details of which can be found in note 14. Amounts owed to group undertakings includes accrued subordinated loan stock interest of £62,834 (2024: £83,232) together with other trading balances of £5,041 (2024: £5,041).
Other creditors includes Consortium relief payable of £2,682,605 (2024: £6,101,693). In the prior year's statements this balance also included unitary charge which had been invoiced in advance, in line with the contract. This sum of £5,633,095 has now been reclassified to accruals and deferred income.
Loans from group undertakings relates to a Coupon Bearing Investment Sum of £14,888,000 issued by the Company in March 1998 to its immediate parent company, Consort Healthcare (Durham) Holdings Limited. Interest on the investment is charged at a fixed rate of 8% per annum and payment of interest and capital instalments falls due six monthly, payable on 31 March and 30 September each year. The final repayment is due in 2028. The Coupon on the principal amount accrues daily and is payable in cash also on 31 March and 30 September each year. Interest not settled on these dates is added to the principal and the Coupon accrued on this uplifted amount in the next interest period. The investment sum was advanced under a subordinated loan agreement and is secured by fixed and floating charges over the undertaking, property and rights of the Company.
The net deferred tax liability expected to reverse in 2026 is £1,509,798 (2025: £1,259,878). This primarily relates to the reversal of timing differences on capital allowances offset by other short term timing differences.
There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.
The Company is wholly owned by Consort Healthcare (Durham) Holdings Limited and has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.
The following disclosures are with entities in the group that are not wholly owned:
The Company paid £713,929 (2024: £683,045) to BIIF Bidco Limited and its subsidiaries for the provision of two directors, a chairman and the provision of management services.
The Company paid £24,583 (2024: £23,818) to PPP Equity PIP L.P. for the provision of 2 directors.
The directors have agreed with the company's auditors that the auditors' liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2025 should be limited to the greater of £5 million or 5 times the auditors' fees, and that in any event the auditors' liability for damages should be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditors, the company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 4 February 2026.