| REGISTERED NUMBER: 07961590 (England and Wales) |
| PYRAMID HOLDINGS LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| REGISTERED NUMBER: 07961590 (England and Wales) |
| PYRAMID HOLDINGS LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Statement of Income and Retained Earnings | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Cash Flow Statement | 13 |
| Notes to the Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Financial Statements | 16 |
| PYRAMID HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Tom Young FCA |
| AUDITORS: |
| Statutory Auditor |
| Highland House |
| Mayflower Close |
| Chandler's Ford |
| Eastleigh |
| Hampshire |
| SO53 4AR |
| BANKERS: | Lloyds TSB Bank plc |
| 43 West Street |
| Fareham |
| Hampshire |
| PO16 0BE |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| The directors present their strategic report of the company and the group for the period 1 December 2023 to 31 October 2024. |
| REVIEW OF BUSINESS |
| The principal activity of the and civil engineering company is in supporting D R Groundworks Limited, the subsidiary, |
| in its trade of groundworks in the construction industry, and its prime sources of income is the hiring of construction equipment and vehicles to D R Groundworks Limited. |
| Despite the slow market in 2024 we are pleased to report that the net profit met our expectation, and we remain positive that 2025 will match our budgeted forecast, both in turnover and net profit. Despite tough market conditions the group of companies continues to hold a strong market share in the industry and was successful in securing a number of key contracts over the year. |
| The full results for the period are shown on the following pages. The group's turnover was £13,695,968 in this period (2023: £14,863,067). Our gross profit percentage has increased to 13.9% in comparison to 6.4% in the previous period. |
| Business Environment |
| We have seen a tentative return to confidence in the market throughout 2024, fuelled mainly by a settling of interest rates and a more stable business environment. We successfully secured several new medium and large contracts throughout 2024, from both long-standing repeat clients and newly acquired clients to our business. This has allowed us to maintain our forecast turnover and increase margins. |
| We remain optimistic regarding the marketplace and new tendering opportunities continues to be consistent, thus, enabling us to work alongside clients that share our values of delivering work to the highest levels of safety and quality. |
| The company continues to differentiate from a growing number of competitors in the marketplace, by maintaining strong client relationships and providing the high level of service the company's customers have come to expect. |
| Strategy |
| The company plans to steadily increase its turnover during the coming year, whilst continuing to maintain its gross margins and progressively invest in the group’s growth. |
| The key elements to achieving this being: |
| - Continuing re-structure and investment in the management level of the business. This has been done by employing key individuals from within the industry. Throughout 2025 we will continue to support and grow, with a view to increase productivity with a close eye on overhead costs at all levels. |
| - Investing on delivering a quality product on time and within predetermined budgets. |
| - Maintaining strong relationships with existing clients, whilst diversifying our client portfolio to protect against market fluctuations. |
| Going concern |
| The financial statements have been prepared under the going concern assumption. The directors' consideration of the going concern assumption is set out in note 2 to the financial statements and is also specifically referred to in the independent auditors' report which accompanies the financial statements. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The management of the business and execution of the company's strategy are subject to several risks. The key business risks are set out below. |
| The group provides civil-engineering services to major housebuilders. The activities of these companies are heavily dependent on the broader economy and consumer confidence. This is influenced by various factors outside the group's control, including general business confidence, unemployment levels, availability of credit and interest rates. |
| The group operates in an increasingly competitive market, particularly around price and availability of skilled labour. This results not only in downward pressure on our margins but also in the risk that customer's expectations will not be met. |
| In order to mitigate this risk, regular pricing and profitability evaluations are undertaken. Regular reviews of the labour force and other resources take place to ensure that production efficiency is maximised. |
| The group's performance depends largely on the strength of its managers and staff. The resignation of key individuals and the inability to recruit people with the right experience and skills could adversely impact the company's results. |
| To mitigate these issues the company has regular reviews of its management team at all levels, and aims to train and recruit internally where possible, with the intention of retaining key individuals in the business. |
| FUTURE DEVELOPMENTS |
| The directors consider the development of its employees as integral to remaining a successful contractor within its sector and ensuring it offers the best quality of workmanship to the valued client base. To this end it intends to invest further in training schemes and quality control to ensure the workforce continues to produce the best possible finished products in the safest possible way. |
| KEY PERFORMANCE INDICATORS |
| As noted above, the group has made a profit in the period which has allowed them to make progress in the period on the overriding objective and two key elements of the strategy for growth. The board monitors progress on the overall strategy and the individual strategic elements by reference to KPIs. |
| Performance during the period, together with historical trend data is set out in the table below: |
| Oct 2024 | Nov 2023 | Definition, method of calculation |
| Growth in sales (%) | 0.01% | -9.3% | Annualised year on year sales growth expressed as a percentage. |
| Gross Margin (%) | 13.94% | 6.4% | Ratio of operating profit before exceptional items expressed as a percentage of turnover. The increase in margin reflects the group targeting lower value contracts with higher margins and lower risk. |
| ON BEHALF OF THE BOARD: |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| The directors present their report with the financial statements of the company and the group for the period to 31 October 2024. Information regarding likely future developments is included within the Strategic report. |
| DIVIDENDS |
| The parent company paid dividends of £nil (2023 - £12,000) during the year. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 December 2023 to the date of this report. |
| POLITICAL DONATIONS AND EXPENDITURE |
| Charitable donations in the year totalled £2,908 (2023 - £2,067). |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| AUDITORS |
| The auditors, Hopper Williams & Bell Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PYRAMID HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of Pyramid Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2024 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2024 and of the group's profit for the period then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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. |
| Material uncertainty related to going concern |
| We draw attention to note 2 in the financial statements, which indicates that the group made a profit in the period to 31 October 2024 of £237,466 (2023: loss of £651,796), which decreased the net liabilities position. At the period end, the group's current liabilities exceeded its total assets by £457,610 (2023: £670,464) and its total net liabilities position when taking into account long term liabilities is £971,525 (2023: £1,107,376). As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
| 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. |
| 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PYRAMID HOLDINGS LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PYRAMID HOLDINGS LIMITED |
| 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| - We obtained an understanding of the legal and regulatory frameworks that are applicable to the group, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Practice and the relevant tax compliance regulations for the group. |
| - We obtained an understanding of how the group is complying with these frameworks through discussions with management. |
| - We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs, correspondence and a review of board minutes. |
| - We assessed the susceptibility of the group's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature. |
| - We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group operates in, and their practical experience through training and participation with audit engagements of a similar nature. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PYRAMID HOLDINGS LIMITED |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditor |
| Highland House |
| Mayflower Close |
| Chandler's Ford |
| Eastleigh |
| Hampshire |
| SO53 4AR |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| Notes | £ | £ |
| TURNOVER | 13,695,968 | 14,863,067 |
| Cost of sales | (11,786,723 | ) | (13,909,738 | ) |
| GROSS PROFIT | 1,909,245 | 953,329 |
| Administrative expenses | (1,514,900 | ) | (1,662,396 | ) |
| OPERATING PROFIT/(LOSS) | 4 | 394,345 | (709,067 | ) |
| Interest receivable and similar income | 1,925 | 2,717 |
| 396,270 | (706,350 | ) |
| Interest payable and similar expenses | 5 | (59,070 | ) | (85,953 | ) |
| PROFIT/(LOSS) BEFORE TAXATION | 337,200 | (792,303 | ) |
| Tax on profit/(loss) | 6 | (99,754 | ) | 140,507 |
| PROFIT/(LOSS) FOR THE FINANCIAL PERIOD |
( |
) |
| Retained earnings at beginning of period | (1,118,476 | ) | (490,478 | ) |
| Dividends | 8 | - | (12,000 | ) |
| RETAINED EARNINGS FOR THE GROUP AT END OF PERIOD |
(881,030 |
) |
(1,154,274 |
) |
| Profit/(loss) attributable to: |
| Owners of the parent | 237,446 | (615,998 | ) |
| Non-controlling interests | - | (35,798 | ) |
| 237,446 | (651,796 | ) |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| CONSOLIDATED BALANCE SHEET |
| 31 OCTOBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 | 763,305 | 890,439 |
| Investments | 10 | - | - |
| 763,305 | 890,439 |
| CURRENT ASSETS |
| Stocks | 11 | 65,958 | 101,366 |
| Debtors | 12 | 2,149,469 | 2,331,306 |
| Cash at bank and in hand | 91,519 | 119,701 |
| 2,306,946 | 2,552,373 |
| CREDITORS |
| Amounts falling due within one year | 13 | (3,527,861 | ) | (4,113,276 | ) |
| NET CURRENT LIABILITIES | (1,220,915 | ) | (1,560,903 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
(457,610 |
) |
(670,464 |
) |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
(341,251 |
) |
(426,294 |
) |
| PROVISIONS FOR LIABILITIES | 18 | (172,664 | ) | (112,212 | ) |
| NET LIABILITIES | (971,525 | ) | (1,208,970 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 19 | 2,400 | 2,400 |
| Share premium | 8,500 | 8,500 |
| Capital redemption reserve | 200 | 200 |
| Retained earnings | (982,625 | ) | (1,118,476 | ) |
| SHAREHOLDERS' FUNDS | (971,525 | ) | (1,107,376 | ) |
| NON-CONTROLLING INTERESTS | 20 | - | (101,594 | ) |
| TOTAL EQUITY | (971,525 | ) | (1,208,970 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2025 and were signed on its behalf by: |
| N P Fryer - Director |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| COMPANY BALANCE SHEET |
| 31 OCTOBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 | ( |
) | ( |
) |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 18 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Capital redemption reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's (loss)/profit for the financial year | (263,662 | ) | 59,429 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 154,183 | 348,214 |
| Interest paid | (34,468 | ) | (45,790 | ) |
| Interest element of hire purchase payments paid |
(25,115 |
) |
(40,163 |
) |
| Net cash from operating activities | 94,600 | 262,261 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (259,849 | ) | (430,513 | ) |
| Sale of tangible fixed assets | 222,854 | 134,200 |
| Interest received | 1,925 | 2,717 |
| Net cash from investing activities | (35,070 | ) | (293,596 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (64,167 | ) | (70,000 | ) |
| Capital repayments in year | (250,429 | ) | (348,189 | ) |
| Amount introduced by directors | 393,600 | 578,731 |
| Amount withdrawn by directors | (442,331 | ) | (491,000 | ) |
| Capital financing of HP contracts | 275,615 | 400,665 |
| Equity dividends paid | - | (12,000 | ) |
| Net cash from financing activities | (87,712 | ) | 58,207 |
| (Decrease)/increase in cash and cash equivalents | (28,182 | ) | 26,872 |
| Cash and cash equivalents at beginning of period |
2 |
119,701 |
92,829 |
| Cash and cash equivalents at end of period |
2 |
91,519 |
119,701 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Profit/(loss) before taxation | 337,200 | (792,303 | ) |
| Depreciation charges | 123,093 | 199,061 |
| Loss/(profit) on disposal of fixed assets | 41,034 | (41,391 | ) |
| Finance costs | 59,070 | 85,953 |
| Finance income | (1,925 | ) | (2,717 | ) |
| 558,472 | (551,397 | ) |
| Decrease/(increase) in stocks | 35,408 | (101,366 | ) |
| Decrease in trade and other debtors | 181,837 | 621,767 |
| (Decrease)/increase in trade and other creditors | (621,534 | ) | 379,210 |
| Cash generated from operations | 154,183 | 348,214 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 31 October 2024 |
| 31.10.24 | 1.12.23 |
| £ | £ |
| Cash and cash equivalents | 91,519 | 119,701 |
| Year ended 30 November 2023 |
| 30.11.23 | 1.12.22 |
| £ | £ |
| Cash and cash equivalents | 119,701 | 92,829 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.12.23 | Cash flow | At 31.10.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 119,701 | (28,182 | ) | 91,519 |
| 119,701 | (28,182 | ) | 91,519 |
| Debt |
| Finance leases | (581,131 | ) | (25,185 | ) | (606,316 | ) |
| Debts falling due within 1 year | (70,000 | ) | - | (70,000 | ) |
| Debts falling due after 1 year | (110,834 | ) | 64,167 | (46,667 | ) |
| (761,965 | ) | 38,982 | (722,983 | ) |
| Total | (642,264 | ) | 10,800 | (631,464 | ) |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 1. | STATUTORY INFORMATION |
| Pyramid Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. |
| 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 £1. |
| The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below. |
| Going concern |
| The directors have considered the impact and risk on the group of the trading conditions in the construction sector and the group's prospects, recognising the high degree of uncertainty. The group made a profit in the period of £237,446 (2023: loss of £651,796), which decreased the net liabilities position. At the year end, the group's current liabilities exceeded its total assets by £457,610 (2023: £670,464) and its total net liabilities position when taking into account long term liabilities is £971,525 (2023: £1,107,376). The directors recognise that should they not be able to win new contracts and maintain turnover at a consistent level, this would create a material uncertainty that would cast significant doubt over the group's ability to continue to trade as a going concern, however recent performance indicates that this risk has reduced. |
| The directors have carried out a review of the group's position and forecasts at the date of signing the accounts. They consider the group has adequate resources and mitigation strategies to enable it to continue in operational existence for the foreseeable future. The following actions implemented throughout 2024 will continue to be reviewed and rolled out moving through 2025: |
| - Reviewing overheads, restructuring management, and recruiting key employees to improve operational output and maintain a high-quality product. |
| - Constant review and monitoring of contract activity on an operational and commercial level. |
| - Continue to review labour levels, and recruit on a subcontract basis where possible, to deal with the peaks and troughs of activity. |
| - Vet, negotiate and accept new customer contracts, based on customer financial strength and payment record, improved payment terms, projected profit margins and operational risk within contracts |
| Basis of consolidation |
| The consolidated financial statements include the results and cash flows of Pyramid Holdings Limited and all of its subsidiary undertakings. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Construction contracts |
| When the outcome of a fixed price construction contract can be reliably estimated, revenue and costs are recognised on a percentage of completion basis, measured by reference to the proportion that costs incurred to date bear to estimated total costs for each contract. Variations in contract work and claims are included in contract revenue to the extent that they have been accepted by the customer. When the outcome of a cost plus construction contract can be reliably estimated, revenue is recognised by reference to the recoverable costs incurred during the period plus the fee earned, measured by the proportion that the costs incurred to date bear to the estimated total costs of the contract. When the outcome of a construction contract cannot be reliably estimated, revenue is recognised only to the extent of contract costs incurred that is probable will be recoverable and contract costs are recognised as an expense in the period in which they are incurred. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life within the group or, if held under a finance lease, over the lease term, whichever is the shorter. |
| Plant and machinery -12.5% Straight line |
| Motor vehicle - 20% Straight line |
| Computer equipment - 20% Straight line |
| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Financial assets |
| 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 assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. |
| Basic financial assets, which include trade and other receivables 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 financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
| Financial liabilities |
| Basic financial liabilities, which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
| Equity instruments |
| Equity instruments issued by the company are recorded at the fair value of 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. |
| 3. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Wages and salaries | 2,616,485 | 3,167,429 |
| Social security costs | 295,351 | 366,857 |
| Other pension costs | 59,713 | 74,244 |
| 2,971,549 | 3,608,530 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the period was as follows: |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| Direct | 50 | 59 |
| Administration and management | 18 | 20 |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Directors' remuneration | 166,492 | 149,152 |
| Directors' pension contributions to money purchase schemes | 4,000 | - |
| 4. | OPERATING PROFIT/(LOSS) |
| The operating profit (2023 - operating loss) is stated after charging/(crediting): |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Hire of plant and machinery | 34,881 | 34,479 |
| Depreciation - owned assets | 7,293 | 14,204 |
| Depreciation - assets on hire purchase contracts | 115,802 | 184,857 |
| Loss/(profit) on disposal of fixed assets | 41,034 | (36,391 | ) |
| Auditors' remuneration | 14,700 | 14,200 |
| Auditors' remuneration for non audit work | 7,350 | 7,000 |
| Operating lease expense | 78,610 | 61,974 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Bank loan interest | 16,532 | 15,835 |
| Interest on tax | 17,423 | 29,955 |
| Hire purchase | 25,115 | 40,163 |
| 59,070 | 85,953 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 6. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the period was as follows: |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Current tax: |
| UK corporation tax | 39,302 | (113,477 | ) |
| Prior year under / (over) provision | - | 54,665 |
| Total current tax | 39,302 | (58,812 | ) |
| Deferred tax | 60,452 | (81,695 | ) |
| Tax on profit/(loss) | 99,754 | (140,507 | ) |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Profit/(loss) before tax | 337,200 | (792,303 | ) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 22 %) |
84,300 |
(174,307 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 15,032 | 34,146 |
| Difference in deferred tax and corporation tax rates | - | (55,011 | ) |
| Prior year over provision | (305 | ) | 54,665 |
| Donations | 727 | - |
| Total tax charge/(credit) | 99,754 | (140,507 | ) |
| 7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 8. | DIVIDENDS |
| Period |
| 1.12.23 |
| to | Year Ended |
| 31.10.24 | 30.11.23 |
| £ | £ |
| Ordinary shares of £1 each |
| Interim | - | 12,000 |
| 9. | TANGIBLE FIXED ASSETS |
| Group |
| Plant and | Motor | Computer |
| machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 December 2023 | 1,296,475 | 692,750 | 62,678 | 2,051,903 |
| Additions | 245,997 | - | 13,852 | 259,849 |
| Disposals | (419,260 | ) | (137,405 | ) | (24,440 | ) | (581,105 | ) |
| At 31 October 2024 | 1,123,212 | 555,345 | 52,090 | 1,730,647 |
| DEPRECIATION |
| At 1 December 2023 | 615,513 | 488,187 | 57,764 | 1,161,464 |
| Charge for period | 75,650 | 43,780 | 3,665 | 123,095 |
| Eliminated on disposal | (196,155 | ) | (96,622 | ) | (24,440 | ) | (317,217 | ) |
| At 31 October 2024 | 495,008 | 435,345 | 36,989 | 967,342 |
| NET BOOK VALUE |
| At 31 October 2024 | 628,204 | 120,000 | 15,101 | 763,305 |
| At 30 November 2023 | 680,962 | 204,563 | 4,914 | 890,439 |
| The net book value of tangible fixed assets includes £689,166 (2023: £871,262) in respect of assets held under hire purchase contracts. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 9. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Plant and | Motor |
| machinery | vehicles | Totals |
| £ | £ | £ |
| COST |
| At 1 December 2023 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 31 October 2024 |
| DEPRECIATION |
| At 1 December 2023 |
| Charge for period |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 31 October 2024 |
| NET BOOK VALUE |
| At 31 October 2024 |
| At 30 November 2023 |
| The net book value of tangible fixed assets includes £689,166 (2023: £871,262) in respect of assets held under hire purchase contracts. |
| 10. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 December 2023 |
| Additions |
| At 31 October 2024 |
| NET BOOK VALUE |
| At 31 October 2024 |
| At 30 November 2023 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 10. | FIXED ASSET INVESTMENTS - continued |
| The company's subsidiary at 31 October 2024 was as follows: |
| Name of undertaking | Holding | Proportion of shares held | Nature of business |
D R Groundworks Limited |
Ordinary shares |
100% |
Building and civil engineering contractor |
| The subsidiary's registered office is that of Pyramid Holdings Limited. |
| Pyramid Holidngs purchased 53 shares on 12 July 2024 to bring total holdings in DRG to 100% of the share capital. |
| 11. | STOCKS |
| Group |
| 2024 | 2023 |
| £ | £ |
| Stocks | 65,958 | 101,366 |
| 12. | DEBTORS |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 1,683,838 | 1,784,386 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 276,789 | 291,574 |
| VAT | 147,503 | 75,611 |
| Prepayments and accrued income | 41,339 | 89,735 |
| 2,149,469 | 2,241,306 |
| Amounts falling due after more than one | year: |
| Other debtors | - | 90,000 |
| Aggregate amounts | 2,149,469 | 2,331,306 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 15) | 70,000 | 70,000 |
| Hire purchase contracts (see note 16) | 311,732 | 265,671 |
| Trade creditors | 2,061,312 | 2,622,792 |
| Tax | 38,789 | - |
| Social security and other taxes | 202,228 | 436,392 |
| VAT | - | - | 1,217 | 32,332 |
| Other creditors | 575,799 | 436,743 |
| Directors' current accounts | - | 48,731 | - | 44,000 |
| Accruals and deferred income | 268,001 | 232,947 |
| 3,527,861 | 4,113,276 |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans (see note 15) | 46,667 | 110,834 |
| Hire purchase contracts (see note 16) | 294,584 | 315,460 |
| 341,251 | 426,294 |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans - less than 1 year | 70,000 | 70,000 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 46,667 | 70,000 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | - | 40,834 |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase contracts |
| 2024 | 2023 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 311,732 | 265,671 |
| Between one and five years | 294,584 | 315,460 |
| 606,316 | 581,131 |
| Company |
| Hire purchase contracts |
| 2024 | 2023 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Group |
| Non-cancellable |
| operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 88,019 | 41,051 |
| Between one and five years | 141,240 | 65,362 |
| 229,259 | 106,413 |
| 17. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 2024 | 2023 |
| £ | £ |
| Hire purchase contracts | 606,316 | 581,131 |
| Bank loans | 116,667 | 180,834 |
| 722,983 | 761,965 |
| Loans are secured by debenture, including fixed and floating charges over the company's assets. |
| The above hire purchase debts are secured on the assets to which they relate. |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 18. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Deferred tax | 172,664 | 112,212 | 166,827 | 183,352 |
| Group |
| Deferred tax |
| £ |
| Balance at 1 December 2023 | 112,212 |
| Accelerated capital allowances | 60,452 |
| Balance at 31 October 2024 | 172,664 |
| Company |
| Deferred tax |
| £ |
| Balance at 1 December 2023 |
| Provided during period | ( |
) |
| Balance at 31 October 2024 |
| Included within the deferred tax balance is a deferred tax asset of £nil (2023: £71,140) in relation to losses generated during the year ended 30 November 2023. |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 2,400 | 2,400 |
| No minority interest held at the balance sheet date due to Pyramid Holdings Limited purchasing the final 53 shares in D R Groundworks Limited and now holding 100% of the share capital. |
| 20. | NON-CONTROLLING INTERESTS |
| There was no minority interest at the balance sheet date and therefore no share of group profit (Loss in 2023: £35,798). |
| At the balance sheet date, the minority interests share of the group net liabilities was £nil (2023: £101,594). |
| 21. | PENSION COMMITMENTS |
| The group operates a defined contribution scheme. The contributions payable during the year totalled £57,212 (2023: £72,244). |
| At the balance sheet date, there is a pension commitment of £44,250 (2023: £36,643). |
| PYRAMID HOLDINGS LIMITED (REGISTERED NUMBER: 07961590) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2023 TO 31 OCTOBER 2024 |
| 22. | RELATED PARTY DISCLOSURES |
| D R Groundworks Limited |
| Subsidiary |
| During the year, the company undertook the following transactions with D R Groundworks Limited: |
| A) Hired plant equipment amounting to £269,187 (2023: £277,685) and sold fuel amounting to £nil (2023: £15,415). At the balance sheet date, D R Groundworks Limited owed the company £82,877 (2023: £nil) in respect of these services which is included within trade debtors. |
| B) At the balance sheet date, D R Groundworks Limited owed the company £64,733 (2023: £240,608) in respect of a loan. The loan was interest free and repayable on demand. |
| FWT Properties Limited |
| A company which N Fryer, P Whistler and S Thatcher are directors |
| During the year, the company undertook the following transactions with FWT Properties Limited: |
| At the balance sheet date, FWT Properties Limited owed the company £29,375 (2023: £120,000) in respect of a loan. Interest is charged at 2% per annum in arrears.The amount due is recognised within other debtors falling both due within and after more than one year. |
| Key Management Personnel |
| Key management personnel include all directors across the group who together have authority and responsibility for planning, directing and controlling the activities of the group. The total compensation paid to key management personnel for services provided to the group was £184,041 (2023: £169,989). |
| 23. | ULTIMATE CONTROLLING PARTY |
| The company was under the control of N Fryer, P Whistler and S Thatcher in respect of their controlling interest in the share capital of the company. |