The directors present the strategic report for the year ended 31 March 2026.

The principal activity of the company is the provision of finance to its subsidiary IHS Lothian Limited.

The company holds one hundred ordinary shares in IHS Lothian Limited, a company that is engaged in a Non-Profit Distributing (NPD) for the construction and ongoing maintenance of a hospital for children and a department of clinical neurosciences, in accordance with the terms of an agreement with NHS Lothian ("NHSL") (“the project”).

The project reached financial close during February 2015, with construction also commencing in February 2015. Construction was completed on 22 February 2019 at which point the hospital was commissioned and was transferred to NHSL. Post-completion works were completed in July 2019. Further enhancement works were requested by NHSL during 2019 and the final element of these works completed in April 2021. The hospital has been fully occupied since March 2021.

A public inquiry into ventilation issues at the hospital, as well as issues at Queen Elizabeth University Hospital, Glasgow, commenced in August 2020. The review of the ventilation issues was published in March 2025 and proposed a list of changes and amendments to processes around design specifications. There have been no adverse impacts to the company arising from the findings of the inquiry.

The company made no profit or loss in the year with all costs incurred being passed down to IHS Lothian Limited and income received paid up to the holding company, IHS Lothian Investments Limited.

The performance of the company is as expected given the company's principal activity.

As a holding company the principal risks and uncertainties affecting IHS Lothian Limited will impact IHS Lothian Holdings Limited.

NHS Lothian is the company's sole client. However, the directors consider that no significant risk arises from such a small client base as the Scottish Government has underwritten NHSL's obligations. IHS Lothian Limited has an obligation to maintain the fabric of the hospital over the life of its concession to a specified standard. This obligation has been passed down to the service provider.

In its role as a holding company there are no key performance indicators for the directors to monitor. However, the performance of the underlying investment is assessed regularly, a process which includes the monitoring of distribution of sub debt interest against modelled expectations. This exercise indicates that the investment has been performing well and in line with expectations.

On behalf of the board

The directors present their annual report and audited financial statements for the year ended 31 March 2026.

The results for the year are set out on page 7.

Payment of dividends is not permitted under the Company’s Articles of Association.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006 during the year.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulation.

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 UK-adopted international accounting standards.

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 company and of the profit or loss of the company 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 UK-adopted international accounting standards 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 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 principal activities of the company are discussed in the Strategic report.

Going Concern

The directors assessment of going concern is set out within the accounting policies, note 1 to the financial statements.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of IHS Lothian Holdings Limited (the 'company') for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have 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 strategic report or 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-​compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-​compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

• Reviewing minutes of meetings of those charged with governance; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-​compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-​compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 notes on pages 11 to 17 form part of these financial statements.

The notes on pages 11 to 17 form part of these financial statements.

The notes on pages 11 to 17 form part of these financial statements.

The notes on pages 11 to 17 form part of these financial statements.

IHS Lothian Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alder Castle, 10 Noble Street, London, United Kingdom, EC2V 7JX. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, except as otherwise stated.

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 £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted, which have been applied consistently are set out below.

The company is a wholly owned subsidiary of IHS Lothian Investments Limited and of its ultimate parent, IHS Lothian Corporate Holdings Limited. The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated financial statements, on the basis that the group of which this is part of, qualifies as a small group. The financial statements present information about the company as an individual entity and not its group.

The directors have prepared detailed model forecasts incorporating the relevant terms of the NPD PPP contract, subcontracts, and credit agreements, and have adopted prudent assumptions in relation to economic and operational factors. In preparing these forecasts, the truedirectors have considered external economic factors including supply chain pressures arising from Brexit and other global price increases.

The forecasts (which are updated regularly) predict that the company will have sufficient cash resources to meet its liabilities as they fall due for a period of 12 months from the date of signing the financial statements. Having considered the financial position of the company, its expected future cash flows and the facilities in place with the company’s lenders, the directors have a reasonable expectation that the company will have adequate resources to continue to generate positive operating cashflows. Accordingly, the directors consider that it is appropriate for the financial statements of the company to be prepared on a going concern basis.

Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Financial assets, other than those 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 of the investment have been affected.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

(a) New standards, amendments and interpretations: No new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 January 2025 have had a material impact on the company.

(b) New standards, amendments and interpretations not yet adopted: There are no new standards or amendments to standards and interpretations expected to have an impact on the 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

No estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities have been identified.

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

The company directly owns 100% of the A shares of IHS Lothian Limited (registered address: 1 Park Row, Leeds, England, LS1 5AB) valued at £100.

The company’s long term exposure to credit risk is principally dependent on the creditworthiness of IHS Lothian Limited, a fellow group undertaking. IHS Lothian Limited's long term exposure to credit risk is ultimately dependent on the creditworthiness of NHS Lothian. The risk associated with this is mitigated as the cash flows are secured under the Project Agreement, which is a long term agreement with NHS Lothian, whose obligations and liabilities are effectively underwritten by the Scottish Government.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the company's maximum exposure to credit risk.

The company does not hold any collateral or other credit enhancements to cover this credit risk.

Amounts due from subsidiary undertakings disclosed above represents the Senior Subordinated debt and shareholder loan that have been provided to IHS Lothian Limited. The senior subordinated debt is repayable in six monthly instalments between September 2017 and July 2040 and shareholder loan is repayable at the end of the concession.

Loans within secured borrowings at amortised cost are shown net of unamortised issue costs of £591,000 (2025: £642,000).

Other loans include amounts received from IHS Lothian Investments Limited, a fellow group undertaking. This comprises £7,178,877 (2025: £7,605,792) borrowed under an Institutional Investor Senior Subordinated On- Loan Agreement which attracts a fixed interest rate of 4.538% and £6,956,613 (2025: £7,370,760) borrowed under a Senior Subordinated On-Loan Agreement which attracts a fixed interest of 4.560% and two Shareholder Loans: £14,166,034 (£14,579,267 original loan plus £nil capitalised interest less issue costs of £413,232) (2025: £15,053,438 being £14,579,267 original loan plus £918,568 capitalised interest less issue costs of £444,397) has interest payable at 9.47% per annum and £5,071,495 (£5,400,000 original loan less repayments to date) (2025: £5,400,000 (original loan)) has interest payable at 8% per annum. Overdue interest on the Shareholder Loans attracts additional default interest of 2%.

Amounts are stated net of unamortised issue cost.

Senior secured and senior subordinated loans are repayable in six monthly instalments between September 2017 and July 2040 and are secured by a fixed charge over all property, bank accounts, receivables, investments, intellectual property, plant and machines, insurances and all rights, title and interest.

Shareholder loans are paid in full by the end of the concession.

i. Valuation of financial assets and liabilities

Set out below is a comparison by class of the carrying amounts and fair value of the comapny’s financial instruments, other than those whose carrying amounts are a reasonable approximation of fair value:

The fair value of the borrowing balance has been assessed by applying the movement in risk free borrowing from Financial Close to the Balance Sheet date to the existing interest rates and discounting future cashflows using this rate.

Management assessed that the fair value of cash and trade receivables and trade and other payables approximate their carrying value due to the short-term maturities.

ii. Financial Risk Management

Interest rate risk

The directors consider the interest rate risk to the company to be minimal. All of the company’s debt is fixed rate and this therefore means the borrowings are not impacted by any interest rate fluctuations. During the year the company made short term cash deposits of less than three months. Any changes to interest rate may impact the interest income received on future deposits.

Liquidity risk

The table below summarises the maturity profile of the company’s financial liabilities based on contractual undiscounted payments.

The company’s operations expose it to a variety of financial risks that include credit risk, interest rate risk and liquidity risk which are discussed in notes 7 and 12 to the financial statements. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.

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. George Street Asset Management Limited, as a provider of financial services to the company under a management services agreement, implements the policies set by the Board of Directors.

The company has raised finance through loans from its parent company, IHS Lothian Investments Limited, which secured loans from The Prudential Assurance company Limited, Prudential Retirement Income Limited and the European Investment Bank. The company operates a long-term business and its policy is to finance it with long term borrowings.

The company will service these loans with cash-flows generated from repayment of loans made to a fellow subsidiary undertaking, IHS Lothian Limited. Based upon the projected future cash-flows the directors consider that they will be able to meet their obligations as they fall due for the foreseeable future.

During the year, the company made the following transactions with related parties.

The company paid interest, including rolled up interest, on shareholder loans of £3,560,000 (2025: £3,356,000) to IHS Lothian Investments Limited and received interest on shareholder loans of £3,560,000 (2025: £3,356,000) from IHS Lothian Limited.

At 31 March 2026 the company owed fellow group undertaking IHS Lothian Investment Limited £34,910,000 (2025: £37,043,000) and was due £34,910,000 (2025: £37,043,000) from IHS Lothian Limited.

As at 31 March 2026, the company was a wholly owned subsidiary of IHS Lothian Investments Limited. In the directors' opinion, the ultimate controlling party was PPP Equity PIP LP.

The smallest and largest group in which the results of the group are consolidated is that headed by IHS Lothian Corporate Holdings Limited, the consolidated Financial Statements are available at:

IHS Lothian Corporate Holdings Limited

1 Park Row, Leeds, England, LS1 5AB