Company registration number 04261229 (England and Wales)
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
JS Gordon
MT Smith
CT Solley
J McDonagh
(Appointed 30 June 2023)
Secretary
Resolis Limited
Company number
04261229
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditors' report
3 - 6
Statement of income and retained earnings
7
Balance sheet
8
Notes to the financial statements
9 - 12
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 1 -

The directors present their annual report and financial statements for the year ended 28 February 2023.

Principal activities

The principal activity of the company continued to be that of a holding company for Pyramid Schools (Southampton) Limited whose principal activity continued to be that of a Private Finance Initiative (PFI) concession contract to design, build, refurbish finance and operate schools for Southampton City Council.

Directors

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

JS Gordon
PK Johnstone
(Resigned 30 June 2023)
MT Smith
CT Solley
J McDonagh
(Appointed 30 June 2023)

JS Gordon resigned on 30 June 2023 and was reappointed on 30 June 2023. He continues to hold office at the date of signature of the financial statements.

Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and Johnston Carmichael LLP will therefore continue in office.

Statement of disclosure to auditor

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.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
CT Solley
Director
8 September 2023
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 2 -

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:

 

 

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.

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
- 3 -
Opinion

We have audited the financial statements of Pyramid Schools (Southampton) Holdings Limited (the 'company') for the year ended 28 February 2023 which comprise the statement of income and retained earnings, 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 FRS 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:

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 Auditors' 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 auditors' 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:

 

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
- 4 -
Matters on which we are required to report by exception

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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 2, 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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.

 

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.

Extent 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
- 5 -

We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
- 6 -

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 auditors' 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.

Grant Roger
Senior Statutory Auditor
For and on behalf of Johnston Carmichael LLP
11 September 2023
Chartered Accountants
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 7 -
2023
2022
Notes
£'000
£
Interest receivable and similar income
4
518
1,537
Interest payable and similar expenses
5
(518)
(525)
Profit before taxation
-
0
1,012
Tax on profit
-
0
-
0
Profit for the financial year
-
0
1,012
Retained earnings brought forward
-
0
-
0
Dividends
-
0
(1,012)
Retained earnings carried forward
-
-

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

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
BALANCE SHEET
AS AT
28 FEBRUARY 2023
28 February 2023
- 8 -
2023
2022
Notes
£'000
£'000
£
£
Fixed assets
Investments
6
4,022
4,022
Current assets
Debtors
8
259
261
Creditors: amounts falling due within one year
9
(259)
(261)
Net current assets
-
0
-
0
Total assets less current liabilities
4,022
4,022
Creditors: amounts falling due after more than one year
10
(4,016)
(4,016)
Net assets
6
6
Capital and reserves
Called up share capital
6
6

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 8 September 2023 and are signed on its behalf by:
CT Solley
Director
Company Registration No. 04261229
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 9 -
1
Accounting policies
Company information

Pyramid Schools (Southampton) Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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 on the going concern basis under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company is a holding company for Pyramid Schools (Southampton) Limited. As such whilst assessing the company's ability to continue as a going concern the directors have reviewed the subsidiary's ability to continue as a going concern for a period of at least 12 months from the date of signing these financial statements. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

1.3
Fixed asset investments

Investments are stated at cost excluding any accrued interest and with no provision for impairment in value.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Financial instruments

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

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.

Classification of financial liabilities

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.

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 10 -
Basic financial liabilities

Basic financial liabilities, loans from fellow group companies, are measured at amortised cost using the effective interest method, less any impairment.

1.5
Equity instruments

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.

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

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

Impairment of fixed asset investments

The directors assess the fixed asset investments for impairment on an annual basis. In checking the investments for impairment they review the payments, dividends, subordinated debt interest and subordinated capital repayments, made from the subsidiary company and the results for the year of the subsidiary company. Judgement is required in assessing the value of any impairment where payments from the subsidiary are below the forecast amounts.

3
Employees

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

 

2023
2022
Number
Number
Total
-
0
-
0
4
Interest receivable and similar income
2023
2022
£'000
£'000
Interest receivable and similar income includes the following:
Income from shares in group undertakings
-
0
1,012
Interest receivable from group companies
518
525
PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 11 -
5
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
518
525
6
Fixed asset investments
2023
2022
£'000
£'000
Shares in group undertakings and participating interests
6
6
Loans to group undertakings and participating interests
4,016
4,016
4,022
4,022

The company owns 100% of the issued ordinary share capital of its subsidiary undertaking, Pyramid Schools (Southampton) Limited, which is incorporatied in Great Britain. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB. Its activity is to design, build, refurbish finance and operate Schools in Southampton. The result of Pyramid Schools (Southampton) Limited in the year was a profit of £504,000 (2022: loss of £636,000) and its capital and reserves at 28 February 2023 was a surplus of £4,222,000 (2022: £2,072,000).

8
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
259
261

Other debtors comprises of accrued interest on subordinated loans to subsidiary undertakings.

8
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
259
261

Other debtors comprises of accrued interest on subordinated loans to subsidiary undertakings.

PYRAMID SCHOOLS (SOUTHAMPTON) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 12 -
9
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Other creditors
259
261

Other creditors include accrued interest on subordinated loans to the company.

10
Creditors: amounts falling due after more than one year
2023
2022
£'000
£'000
Other creditors
4,016
4,016

Other creditors is made of up £4,016,000 of subordinated loans. It bears interest at a fixed rate of 13.08% and is repayable after more than 5 years.

11
Related party transactions

At the year end PPP Equity PIP LP was due £2,008,000 (2022: £2,008,000) for subordinated debt. During the year the company was charged £259,000 (2022: £263,000) for subordinated debt interest of which £130,000 (2022: £130,000) was outstanding at the year end. The company received directors services from PPP Equity PIP LP of £8,000 (2022: £8,000).

 

At the year end Aberdeen Infrastructure Partners LP was due £2,008,000 (2022: £2,008,000) for subordinated debt. During the year the company was charged £259,000 (2022: £263,000 for subordinated debt interest of which £130,000 (2022: £130,000) was outstanding at the year end. The company received directors services from Aberdeen Infrastructure Partners LP of £8,000 (2022: £8,000).

12
Parent company

At the balance sheet date the company was jointly controlled by Browning PFI Holdings Limited and Aberdeen Infrastructure (No.3) Limited. The ultimate parent companies who jointly control the company are PPP Equity PIP LP (acting through its General Partner, Dalmore Capital 6 GP Limited, and its manager Dalmore Capital Limited) and Aberdeen Infrastructure Partners L.P. Inc. (acting by its General Partner, Aberdeen Infrastructure Finance GP Ltd and its manager abrdn Investments Ltd).

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