The directors present their Strategic report of Consort Healthcare (Durham) Holdings Limited ("the Group") 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 Group and do not foresee any significant change in the Group's activities in the coming financial year.
As the project approaches expiry, scheduled March 2028, the Group’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 Group 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 any strategic changes.
Due to the nature of the Group's business, the risks the directors consider relevant to the Group are credit risk, cashflow, 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 mean of contractual provisions. The Group's liquidity risk is principally managed through financing by means of long-term borrowings.
Contractual Relationships
The Group 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 Group and lead to a breach of contract. Consequently, to manage this risk, the Groups' directors have 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 of the Group or Company is not necessary or appropriate for an understanding of the performance of the Group or Company.
Climate change
The directors recognise that it is important to disclose their view of the impact of climate change on the Group. The Group'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 Group'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 consolidated financial statements of Consort Healthcare (Durham) Holdings Limited ("the Company") for the year ended 31 December 2025.
The results for the year are set out on page 9.
The group's profit for the financial year, after taxation, amounted to £4,892,071 (2024: profit of £6,267,097).
The directors are satisfied with the overall performance of the Group and do not foresee any significant change in the Group'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.
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 prepared the group and company 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).
Under company law, 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 group and company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS102 have been followed, subject to any material departures disclosed and explained in the financial statements;
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 safeguarding the assets of the group and 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 group and 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 director and authorised for issue on 17 September 2026
Steven McGhee
Director
In our opinion, Consort Healthcare (Durham) Holdings Limited's group financial statements and company financial statements ("the financial statements"):
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 group's and 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 group's and 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 Report 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 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 group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
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 group 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 company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
All of the activities of the group are from continuing operations.
The notes on pages 15 to 27 form part of these financial statements.
The notes on pages 15 to 27 form part of these financial statements.
The notes on pages 15 to 27 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £13,079,650 (2024: £12,075,000 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The notes on pages 15 to 27 form part of these financial statements.
The notes on pages 15 to 27 form part of these financial statements.
The notes on pages 15 to 27 form part of these financial statements.
Consort Healthcare (Durham) Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 8th Floor, 6 Kean Street, London, WC2B 4AS.
The group consists of Consort Healthcare (Durham) Holdings Limited and all of its subsidiaries.
The principal activity of the Company during the year was that of a holding company for Consort Healthcare (Durham) Limited.
On 31 March 1998, Consort Healthcare (Durham) Limited entered into a Private Finance Initiative (PFI) concession contract with County Durham and Darlington NHS Foundation Trust (the Trust) to design, build, finance and operate the non-clinical aspects of the new University Hospital of North Durham.
On 3rd April 2001, Consort Healthcare (Durham) Limited handed over the hospital to the Trust and commenced the provision of non-clinical services for which it has been receiving income from the Trust. The hospital has been fully operational from the scheduled contract date in July 2001. The contract is in year 27 of its term and expires in March 2028.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.
The consolidated group financial statements consist of the financial statements of the parent company Consort Healthcare (Durham) Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
As the project approaches expiry, scheduled March 2028, the Group’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 Group 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.
The directors acknowledge that the Company is in a position of net current liabilities amounting to £1,125,438 as at 31 December 2025 (2024: £999,565). This sum arises as the Company is due to pay capital repayments to its loan note holders within the next twelve months, totalling £1,137,478 (2024: £1,011,608). However, the Company will receive repayments of its investment in Loan notes on exactly the same terms from its subsidiary (see note 12) and as such will be able to meet the payment of its creditors as they fall due in the coming 12 months. Based on this the directors have a reasonable expectation that the Company also has adequate resources to continue in operational existence for the foreseeable future.
In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Group and Company's annual financial statements.
Turnover represents the services' share of the management services income received by the Company for the provision of a PFI (Private Finance Initiative) asset to the customer. This income is received over the life of the concession period. Management service income is allocated between turnover, finance debtor interest and reimbursement of the finance debtor so as to generate a constant rate of return in respect of the finance debtor over the life of the contract.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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 group 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the 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 if, and only if, there is 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.
When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.
The Group has taken the transition exemption in FRS102 Section 35.10(i) that allows the Group to continue the service concession arrangement accounting policies from previous UK GAAP.
The Group financial statements 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 Group on the design and construction of the asset have been treated as a finance debtor within these financial statements.
In the application of the group’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 Group'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 group wholly undertaken in the United Kingdom.
The average number of persons employed by the Group during the financial year amounted to nil (2024: nil). The directors are not employed by the Group and receive remuneration from another company for their services as directors of this Group 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:
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year).
Details of the company's subsidiaries at 31 December 2025 are as follows:
The carrying value of the investment is supported by the net assets of the subsidiary.
The Loans from related parties represents a £14,888,000 Coupon Bearing Investment Sum issued by the Company's subsidiary in March 1998 to the Company. The Coupon rate is fixed at 8% per annum, with capital falling due in six monthly repayments, payable in 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 unsecured. The terms of repayment and the interest charged on the loan notes issued by the Consort Healthcare (Durham) Limited match exactly the term of loan notes issued by the Company to its shareholders (see note 15).
The borrowing and finance debtor are both held at amortised cost.
Other borrowings relate to capital repayments due within the year on subordinated loan stock. Further details can be seen in note 17.
Within Group balances, Other creditors includes consortium relief of £2,682,608 (2024: £6,101,693) and accrued interest on loan notes of £62,834 (2024: £83,232). 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.
.
Within Company balances, Other creditors relates to accrued interest on loan notes of £62,834 (2024: £83,232).
Loans from related parties represents a £14,888,000 Coupon Bearing Investment Sum issued by the Group in March 1998 to its shareholders. The Coupon rate is fixed at a rate of 8% per annum and payment of capital falls due in six monthly repayments, payable in 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 following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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 the dividends and the repayment of capital.
Group
Management services are provided under a contract to the Group from a subsidiary of BIIF L.P. Amounts payable to BIIF L.P. companies for their services and associated costs during the year totalled £713,929 (2024: £683,045).
Fees payable by the Group's subsidiary to subsidiaries of BIIF L.P., and PPP Equity PIP L.P. for the services of the Directors of group companies during the year totalled £49,166 (2024 £47,636). Amounts invoiced and unpaid at the balance sheet date totalled £6,179 (2024: £5,987).
Group
During the year, the Group paid interest on subordinated loan stock of £145,065 to Durham Investments Holdco Limited, a subsidiary of BIIF L.P. (2024: £183,267), and £145,066 to PPDI Assetco Limited, a subsidiary of PPP Equity PIP L.P. (2024: £183,267). As at 31 December 2025 the balances of the loan notes owed to BIIF L.P. and PPP Equity PIP L.P. was £1,558,039 (2024: £2,063,841) each.
Company
During the year, the Company paid interest on subordinated loan stock of £145,065 to Durham Investments Holdco Limited, a subsidiary of BIIF L.P. (2024: £183,267), and £145,066 to PPDI Assetco Limited, a subsidiary of PPP Equity PIP L.P. (2024: £183,267). As at 31 December 2025 the balances of the loan notes owed to BIIF L.P. and PPP Equity PIP L.P. via the relevant subsidiaries was £1,558,039 (2024: £2,063,841) each.
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.