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

The Company is a private sector partnership created as part of the Halton Building Schools for the Future project and has an investment in HTP LEP Limited.

The principal activity of HTP LEP Limited subsidiary is as a procurement vehicle, bidding for and investing in projects in the United Kingdom under the Government Building Schools for the Future (“BSF”) programmes, in conjunction with Halton Borough Council (“HBC”). The basis of these activities, and the relationship between the Company and HBC, is set out in the Strategic Partnership Agreement which had an initial term of 10 years from June 2011, which has not been extended.

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

Related parties are responsible for placing indemnity insurance for the benefit of the directors.

The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

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

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; 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.

We have audited the financial statements of HTP PSP Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 December 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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - Non-going concern basis of accounting

We draw attention to note 1.2 in the financial statements, which describes the preparation of the financial statements on a non-going concern basis. As described in note 1.2, a restructuring of the Group headed by HTP PSP Limited, the immediate parent of HTP LEP Limited, concluded on 27 July 2023. All remaining trading agreements in HTP LEP Limited were transferred to a related party, which effectively ceased all trade and ongoing operations of HTP LEP Limited.

In addition, the Company’s direct shareholding in HTP Grange HoldCo Limited (and the consequent indirect shareholding in HTP Grange Limited) were disposed of. These steps have effectively left the Company with no continuing trade or operations. The directors, after considering the conclusion of the restructure and having no plans for further trade within the Company, have concluded that it is therefore appropriate to prepare the financial statements on a non-going concern basis. This conclusion did not change the basis on which the assets and liabilities were valued on the statement of financial position. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and reviewing tax computations prepared by taxation specialists.

The audit team did not identify any indirect laws and regulations that have a significant impact on the financial statements.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments processed in the period, the use of data analytics tools to identify transactions recorded in the general ledger deemed to represent the highest risk for further testing, and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

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

HTP PSP Limited is a private company limited by shares incorporated in England and Wales. The registered office is Whitehill House, Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, England, SN5 6PE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

A statement of cash flows has not been prepared on the basis the Company is small and therefore exempt from the requirements of FRS 102 section 7.

The Company has not prepared consolidated financial financial statements on the basis it is small and is not required to do so in accordance with FRS 102 section 1A.21.

The Company’s business activities are detailed in the Director’s Report, namely as a holding company with its direct shareholding in HTP LEP Limited.true

Despite the expiry of the Strategic Partnership Agreement between HTP LEP Limited and Halton Borough Council (HBC), HTP LEP Limited continued to trade beyond the date of 20 June 2021 whilst the directors and HBC reached a mutually satisfactory conclusion, which saw continued provisions of services.

A restructuring of the Company and its subsidiary undertakings concluded on 27 July 2023. All remaining trading agreements in HTP LEP Limited were transferred to a related party, which effectively ceased all trade and ongoing operations of HTP LEP Limited. In addition, the Company’s direct shareholding in HTP Grange HoldCo Limited (and the consequent indirect shareholding in HTP Grange Limited) were disposed of. These steps have effectively left the Company with no continuing trade or operations. The directors, after considering the conclusion of the restructure and having no plans for further trade within the Company, have concluded that it is therefore appropriate to prepare the financial statements on a non-going concern basis. This conclusion did not change the basis on which the assets and liabilities were valued on the statement of financial position.

Fixed assets investments are shown at cost less provision for any impairment and repayments made on loan stock.

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

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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors did not receive any remuneration from the company during the year (2024: £nil). There were no employees in the financial year other than the directors (2024: nil).

The Company owns 90% of the ordinary share capital of HTP LEP Limited, a company incorporated in

England and Wales. The principal activity of that subsidiary is as a procurement vehicle, bidding for and investing in projects in the United Kingdom under the Government Building Schools for the Future (“BSF”) programmes, in conjunction with Halton Borough Council.

The Company also held 81% of the ordinary share capital of HTP Grange Holdco Limited, a company

incorporated in England and Wales. HTP Grange Holdco Limited owns 100% of the ordinary share capital of HTP Grange Limited. The principal activity of that subsidiary (HTP Grange Limited) is the design, construction, financing, operation and maintenance of one school under a Government Private Finance Initiative (PFI) program for the benefit of Halton Borough Council.

On 27 July 2023 the Company acquired a further 9% of the ordinary share capital of HTP Grange Holdco

Limited at their par value of £0.2499 per share. On the same day the Company disposed of its entire

shareholding in HTP Grange Holdco Limited for their par value of £0.2499 per share.

The following amounts were outstanding at the reporting end date:

Ownership of the Company is shared between HOCHTIEF PPP Solutions (UK) Limited 50% and Building Schools for the Future Investments LLP 50%.

Accordingly, there is no overall parent company and no ultimate controlling party.