Company registration number 04317602 (England and Wales)
PYRAMID SCHOOLS (TAMESIDE) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PYRAMID SCHOOLS (TAMESIDE) LIMITED
COMPANY INFORMATION
Directors
JS Gordon
N Covington
FD Laing
(Appointed 31 January 2025)
Secretary
Resolis Limited
Company number
04317602
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
PYRAMID SCHOOLS (TAMESIDE) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 19
PYRAMID SCHOOLS (TAMESIDE) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The company was formed to enter into a Private Finance Initiative ("PFI") concession contract with the Tameside Metropolitan Borough Council to design, build, finance and operate schools. The contract was signed on 19 March 2002, construction commenced immediately, and full services started 1 April 2003. The contract will run until 9 September 2032. There have not been any changes in the company's activities in the year under review and the directors are not aware, at the date of this report, of any likely changes in activity for the foreseeable future.

The company was incorporated in Great Britain, registered in England and Wales and is domiciled in the United Kingdom.

Results and dividends

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

Ordinary dividends were paid amounting to £213,708. The directors do not recommend payment of a further dividend.

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
CT Solley
(Resigned 31 January 2025)
N Covington
KA Cunningham
(Resigned 25 August 2025)
FD Laing
(Appointed 31 January 2025)
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 directors' responsibilities

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:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable United Kingdom Accounting Standard, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the Annual Report and Financial Statements; 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 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 (TAMESIDE) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
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.

Going concern

The directors have prepared a detailed model forecast to project completion incorporating the relevant terms of the PFI contract, Subcontracts and Credit Agreement and reasonably prudent economic assumptions. This forecast and associated business model, which is updated regularly, predicts that the company will remain profitable and will have sufficient cash resources to operate within the terms of the PFI contract, Subcontract and Credit Agreement. Therefore, the directors, having considered the financial position of the company and its expected future cash flows for at least 12 months from the date of approval of these financial statements, have prepared the financial statements on a going concern basis. The directors confirm that they do not intend to liquidate the company or cease trading as they consider they have realistic alternatives to doing so. 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.

The directors confirm the completeness of the information provided regarding events and conditions relating to going concern at the date of approval of the financial statements, including plans for future actions.

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
N Covington
Director
17 September 2025
PYRAMID SCHOOLS (TAMESIDE) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (TAMESIDE) LIMITED
- 3 -
Opinion

We have audited the financial statements of Pyramid Schools (Tameside) Limited (‘the company’) for the year ended 31 March 2025 , which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 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 company’s affairs as at 31 March 2025 and of its profit for the year 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 Auditor 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 and financial statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report and financial statements. 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 the audit:

- The information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The Directors’ Report have been prepared in accordance with applicable legal requirements.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PYRAMID SCHOOLS (TAMESIDE) 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:

- 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; or

- The directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 1, 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.

Auditor responsibilities for the audit of the finanical 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 auditor’s 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 for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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, 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 (TAMESIDE) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PYRAMID SCHOOLS (TAMESIDE) LIMITED
- 5 -

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those 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:

- Companies Act 2006;

- UK Corporation Tax legislation;

- VAT legislation; and

- United Kingdom Generally Accepted Accounting Practice.

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 submitted returns 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. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

- Management override of controls; and

- Revenue recognition

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:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

- Performing audit procedures over the risk of management 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

- Recalculating the unitary charge received by taking the base charge per the project agreement and uplifting for RPI;

- Agreeing a sample of income receipts to supporting documents and bank statements;

- Reconciling the finance income and amortisation to the finance debtor reconciliation to ensure allocation methodology is in line with contractual terms and relevant accounting standards;

- Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

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 would become aware of it.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PYRAMID SCHOOLS (TAMESIDE) 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 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.

Matthew Kaye (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
17 September 2025
Chartered Accountants
Statutory Auditor
7-11 Melville Street
Edinburgh
United Kingdom
EH3 7PE
PYRAMID SCHOOLS (TAMESIDE) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
2025
2024
Notes
£'000
£'000
Turnover
3,501
3,456
Cost of sales
(2,473)
(2,637)
Gross profit
1,028
819
Administrative expenses
(319)
(336)
Operating profit
709
483
Interest receivable and similar income
1,018
1,076
Interest payable and similar expenses
6
(625)
(687)
Profit before taxation
1,102
872
Tax on profit
7
(465)
(287)
Profit for the financial year
637
585
Other comprehensive income
Cash flow hedges gain arising in the year
54
95
Tax relating to other comprehensive income
(13)
(24)
Total comprehensive income for the year
678
656

The Statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 8 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors falling due after more than one year
9
10,291
11,244
Debtors falling due within one year
9
952
1,005
Cash at bank and in hand
4,254
4,382
15,497
16,631
Creditors: amounts falling due within one year
10
(3,427)
(3,985)
Net current assets
12,070
12,646
Creditors: amounts falling due after more than one year
11
(5,626)
(6,699)
Provisions for liabilities
(2,292)
(2,259)
Net assets
4,152
3,688
Capital and reserves
Called up share capital
12
6
6
Hedging reserve
13
(92)
(133)
Profit and loss reserves
14
4,238
3,815
Total equity
4,152
3,688

The notes on pages 10 to 19 form part of these financial statements.

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 17 September 2025 and are signed on its behalf by:
N Covington
Director
Company registration number 04317602 (England and Wales)
PYRAMID SCHOOLS (TAMESIDE) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
Share capital
Hedging reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
Balance at 1 April 2023
6
(204)
3,552
3,354
Year ended 31 March 2024:
Profit
-
-
585
585
Other comprehensive income:
Cash flow hedges gains
-
95
-
95
Tax relating to other comprehensive income
-
(24)
-
0
(24)
Total comprehensive income
-
71
585
656
Dividends
8
-
-
(322)
(322)
Balance at 31 March 2024
6
(133)
3,815
3,688
Year ended 31 March 2025:
Profit
-
-
637
637
Other comprehensive income:
Cash flow hedges gains
-
54
-
54
Tax relating to other comprehensive income
-
(13)
-
0
(13)
Total comprehensive income
-
41
637
678
Dividends
8
-
-
(214)
(214)
Balance at 31 March 2025
6
(92)
4,238
4,152
PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information

Pyramid Schools (Tameside) 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 a mounts in these financial statements are rounded to the nearest £'000.

The financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities.

The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have prepared a detailed model forecast to project completion incorporating the relevant terms of the PFI contract, Subcontracts and Credit Agreement and reasonably prudent economic assumptions. This forecast and associated business model, which is updated regularly, predicts that the company will remain profitable and will have sufficient cash resources to operate within the terms of the PFI contract, Subcontract and Credit Agreement. Therefore, the directors, having considered the financial position of the company and its expected future cash flows true for at least 12 months from the date of approval of these financial statements, have prepared the financial statements on a going concern basis. The directors confirm that they do not intend to liquidate the company or cease trading as they consider they have realistic alternatives to doing so. 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.

The directors confirm the completeness of the information provided regarding events and conditions relating to going concern at the date of approval of the financial statements, including plans for future actions.

1.3

Accounting for PFI contracts

In prior years the company took advantage of exemptions made available under section 35 10 (i) of FRS 102, and as such there has been no substantial change to the treatment of the finance debtor due to the adoption of the standard.

Under the terms of the contract, substantially all the risks and rewards of ownership of the property remain with Tameside Metropolitan Borough Council (“the Council”).

During the period of construction, costs incurred as a direct consequence of financing, designing and constructing the schools, including finance costs, are capitalised and shown as work in progress. On completion of the construction, credit is taken for the deemed sale, which is recorded within turnover. The construction expenditure and associated costs are reallocated to cost of sales. Amounts receivable are classified as a finance debtor (PFI debtor).

Revenues received from the customer are apportioned between:

- capital repayments;

- finance income; and

- o perating revenue.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.4
Service concession

The company has been established to provide services under certain private finance agreements with Tameside Metropolitan Borough Council. Under the terms of these Agreements, the Council (as grantor) controls the services to be provided by the company over the contract term. Based on the contractual arrangements, the company has classified the project as a service concession arrangement, and has accounted for the principal assets, of and income streams from, the project in accordance with FRS 102, Section 34.12 Service Arrangements.

The company has chosen to adopt the transitional arrangements available within FRS 102, Section 35.10 (i) and as such the service concession arrangement has continued to be accounted for using the same accounting policies being applied at the date of transition to FRS 102 (1 March 2014). The nature of the asset has therefore not changed.

Under the terms of the arrangement, the company has the right to receive a baseline contractual payment stream for the provision of the services from or at the direction of the grantor (the Council), and as such the asset is accounted for as a financial asset. The financial asset has initially been recognised at the fair value of the consideration received, based on the fair value of the construction (or upgrade) services, plus any directly attributable transaction costs, provided in line with FRS 102.

Revenue is recognised from the supply of services, which represents the timing of services provide under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

Cash at bank includes the seven current accounts with Lloyds Banking Group plc having a balance of £4,253,834 (2024: £4,382,257). The restricted cash balance is £4,044,610 (2024: £3,978,747). Withdrawals from these bank accounts are restricted to items set out in the Credit Agreement with The Governor and Company of the Bank of Scotland and the Company must satisfy certain requirements before being permitted to withdraw any amounts from these accounts.

1.6
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.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -

Loans and receivables

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest rate method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of the interest would be immaterial. The effective interest rate 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 carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
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.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.8
Hedge accounting

The company designates certain derivatives as hedging instruments in cash flow hedges. At the inception of the hedge relationship, the entity documents the economic relationship between the hedging instrument and the hedged item, along with its risk management objectives, and clear identification of the risk in the hedged item that is being hedged by the hedging instrument. Furthermore, at the inception of the hedge the entity determines and documents causes for hedge ineffectiveness. Where hedge accounting recognises a liability then an associated deferred tax asset is also recognised.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods in which the hedged item affects profit or loss or when the hedging relationship ends.

Hedge accounting is discontinued when the entity revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time is reclassified to profit or loss when the hedged item is recognised in profit or loss. When a forecast transaction is no longer expected to occur, any gain or loss that was recognised in other comprehensive income is reclassified immediately to profit or loss.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources. 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 revision and future periods if the revision affects both current and future periods.

Critical judgements
Hedge accounting

The Company’s borrowings are linked to SONlA and the Company has entered into interest rate swaps to restrict its exposure to future interest rate fluctuations.

In assessing whether the C ompany is entitled to apply cash flow hedge accounting, the directors must apply judgment in considering whether there is appropriate matching between the hedged item (the loan balance) and the hedging instrument (the interest rate swap). The directors must prepare documentation to demonstrate this consideration.

In the director s' judgment, the Company has met the criteria for cash flow hedge accounting, accordingly the Company has therefore recognised fair value movements on derivatives in effective hedging relationships through other comprehensive income as well as deferred taxation thereon.

Key sources of estimation uncertainty
Accounting for service concessions and PFI contracts

The Company was established to provide services under certain private finance agreements with Tameside Metropolitan Borough Council. Under the terms of these Agreements, the Council (as grantor) controls the services to be provided by the Company over the contract term. Based on the contractual arrangements the Company has classified the project as a service concession arrangement, and has accounted for the principal assets, of and income streams from, the project in accordance with FRS 102, Section 34.12 Service Arrangements.

Accounting for the service concession contract and finance debtor requires estimation of finance debtor interest rates and the associated amortisation profile, which is based on projected trading results for the remainder of the contract term.

Derivative Finanical Instruments

Derivative financial instruments are carried at fair value, which required estimation of various factors including future interest rates and credit risk.

Fair values for derivative contracts are based on mark-to-market valuations provided by the contract counterparty. Whilst these can be tested for reasonableness, the exact valuation methodology and forecast assumptions for future interest rates or inflation rates are specific to the counterparty.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company and subsidiary borne by the subsidiary
21
19
For other services
Taxation compliance services
6
6

Auditors remuneration is payable to Johnston Carmichael LLP.

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was: nil (2024: nil).

5
Directors' remuneration
2025
2024
£'000
£'000
Remuneration paid to directors
106
98

Service fees were paid to the Company's ultimate shareholders for the directors' services to the company during the year as above.

6
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Senior debt interest
327
384
Subordinated loan stock
265
267
Swap Interest
13
17
Other finance costs
20
19
625
687
7
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
433
418
PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Taxation
2025
2024
£'000
£'000
(Continued)
- 16 -
Deferred tax
Origination and reversal of timing differences
32
(131)
Total tax charge
465
287

In addition to the amount charged to the statement of comprehensive income the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£'000
£'000
Reclassifications from equity to profit or loss:
Relating to cash flow hedges
13
24
8
Dividends
2025
2024
£'000
£'000
Dividend paid on ordinary shares
214
322
9
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Trade debtors
-
0
5
Finance debtor
940
825
Prepayments and accrued income
12
175
952
1,005
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Finance debtor
10,260
11,200
Deferred tax asset
31
44
10,291
11,244
Total debtors
11,243
12,249

The finance debtor is amortised over the length of the concession. Interest is charged at 7.03% (2024: 7.03%) and is calculated on the carrying value quarterly.

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
10
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Bank loans
1,027
1,021
Trade creditors
273
296
Corporation tax
212
346
Other taxation and social security
68
79
Other creditors
3
3
Accruals and deferred income
1,844
2,240
3,427
3,985

The senior secured loan and standby loan represents amounts borrowed under a facility agreement with Bank of Scotland. The loans bear interest at a margin over SONIA of 0.9% and are repayable in instalments between 200 3 and 2029. The loans are secured by fixed and floating charges over the undertaking, property, assets and rights of the company, and has certain covenants attached.

11
Creditors: amounts falling due after more than one year
2025
2024
£'000
£'000
Bank loans
3,421
4,440
Amounts owed to group undertakings
2,082
2,082
Derivative financial instruments
123
177
5,626
6,699

In order to hedge against interest variations on the loans, the company has entered into an interest rate swap agreement whereby at six monthly intervals sums are exchanged reflecting the difference between floating and fixed interest rates, calculated on a predetermined notional principal amount.

Interest on the subordinated loan stock balance is paid at 12.75% per annum, principal is repayable upon expiry of the contract or earlier at the company's discretion.

Amounts included above which fall due after five years are as follows:
Payable other than by instalments
146
2,082
12
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
6,000
6,000
6
6
PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
13
Hedging reserve
2025
2024
£'000
£'000
At the beginning of the year
(133)
(204)
Fair value movement on interest swap liability
54
95
Deferred tax movement on interest swap liability
(13)
(24)
At the end of the year
(92)
(133)

On 19th June 2002 the Company entered into a 25 year fixed interest rate swap arrangement to hedge its exposure to the effect of interest rate fluctuations. The interest rate swap contracts are designated as a hedge of variable interest rate risk of the Company's floating rate borrowings. The hedged cashflows are expected to occur and to affect profit or loss over the period to maturity of the swap. The swap was effected on a notional amount of £18.1m payable in semi-annual amounts between 30 September 2003 and 31 March 2029.

14
Profit and loss reserves
2025
2024
£'000
£'000
At the beginning of the year
3,815
3,552
Profit for the year
637
585
Dividends declared and paid in the year
(214)
(322)
At the end of the year
4,238
3,815
15
Parent company

The company is incorporated and domiciled in Great Britain. The immediate controlling party is Pyramid Schools (Tameside) Holdings Limited. Copies of the financial statements of Pyramid Schools (Tameside) Holdings Limited are available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. The registered address is 1 Park Row, Leeds, United Kingdom, LS1 5AB

At the balance sheet date, the immediate parent companies are Browning PFI Holdings Limited (previously known as Interserve PFI Holdings Limited) and Aberdeen Infrastructure (No.3) Limited which each holds 50% of the share capital of the Company. The registered offices of these companies are 1 Park Row, Leeds, England, LS1 5AB and 2 8 0 Bishopgate, London, England, EC2M 4AG, respectively. In the opinion of the directors no company is a controlling party. At the balance sheet date, the ultimate parent companies who jointly control the company are PPP Equity PIP LP (acting by its General Partner, Dalmore Capital 6 GP Limited and its Manager, Dalmore Capital Limited) and Aberdeen Infrastructure Partners LP Inc. (acting by its General Partner, Aberdeen Infrastructure Finance GP Ltd and its manager, abrdn Investments Limited).

PYRAMID SCHOOLS (TAMESIDE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
16
Related party transactions

The company received directors services from PPP Equity PIP LP of £53,000 (2024: £4 9,000).

The company received directors services from Aberdeen Infrastructure Partners LP of £53,000 (2024: £49,000). A mounts payable for directors services is £nil (2024: £25,000)

The company has taken advantage of Section 33 of FRS 102 and has not disclosed transactions with wholly owned entities within the group. The group comprises the company and its parent Pyramid Schools (Tameside) Holdings Limited.

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