Company registration number 05232552 (England and Wales)
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
JS Gordon
N Covington
RF Buhl-Nielsen
(Appointed 31 January 2026)
Secretary
Resolis Limited
Company number
05232552
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 (HADLEY) HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 15
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company is that of a holding company for Pyramid Schools (Hadley) Limited whose principal activity continued to be that of a Private Finance Initiative (PFI) concession contract to design, build, refurbish, finance and operate the Hadley Learning Community, comprising of three schools and a community centre.

Results and dividends

The results for the year are set out in the Profit & Loss Account on page 7.

No dividends were declared or paid in the year (2024: £nil).

Directors

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

JS Gordon
Christopher Solley
(Resigned 31 January 2025)
KA Cunningham
(Resigned 25 August 2025)
N Covington
FD Laing
(Appointed 31 January 2025 and resigned 31 January 2026)
RF Buhl-Nielsen
(Appointed 31 January 2026)
Qualifying third party indemnity provisions

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

Auditor

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

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

On behalf of the board
N Covington
Director
10 July 2026
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- 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.

PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
- 3 -
Opinion

We have audited the financial statements of Pyramid Schools (Hadley) Holdings Limited ('the company') for the year ended 31 December 2025 which comprise the Profit and Loss Account , 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 F inancial 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 result 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:

- T he 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.

PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED (CONTINUED)
- 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 identifie d 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

- T he 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

- W e 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 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 (HADLEY) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED (CONTINUED)
- 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; 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

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;

- 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 (HADLEY) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED (CONTINUED)
- 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
Statutory Auditor
Edinburgh, United Kingdom
10 July 2026
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
as restated
Notes
£'000
£'000
Interest receivable and similar income
5
1,472
1,289
Interest payable and similar expenses
6
(1,472)
(1,289)
Profit before taxation
-
0
-
0
Tax on profit
-
0
-
0
Profit for the financial year
-
0
-
0

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

PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
7
6,510
6,510
Current assets
Debtors: amounts falling due within one year
8
5,123
3,650
Creditors: amounts falling due within one year
9
(5,123)
(3,650)
Net current assets
-
-
Total assets less current liabilities
6,510
6,510
Creditors: amounts falling due after more than one year
10
(6,509)
(6,509)
Net assets
1
1
Capital and reserves
Called up share capital
11
1
1

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 10 July 2026 and are signed on its behalf by:
N Covington
Director
Company Registration No. 05232552
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Share capital
£'000
Balance at 1 January 2024
1
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
Balance at 31 December 2024
1
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
Balance at 31 December 2025
1
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
1
Accounting policies
Company information

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

The principal activity of the Company during the year was to act as a holding company of Pyramid Schools (Hadley) Limited, whose activity is to design, build, finance and operate the Hadley Learning Community School.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared on 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.

The Company has taken advantage of the exemption in Section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. Consequently, these financial statements present the financial position of the Company as a single entity.

1.2
Going concern

The company is a holding company for Pyramid Schools (Hadley) Limited. As such whilst assessing the company's ability to continue as a going concern the directors have reviewed the subsidiary's ability to continue as a going concern for a period of at least 12 months from the date of signing these financial statements.true

Pyramid Schools (Hadley) Limited had an Event of Default (EoD) under the Credit Agreement, Project Agreement and combined Construction and FM Contract. Further details are set out in the subsidiary's financial statements.

Subsequent to the year end, the PCG has been agreed and signed on 19 May 2026. This waived historic breaches and therefore cleared the EoD at the date of signing of the financial statements.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors 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 payments 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.

1.5
Equity instruments

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

1.6

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

- No cash flow statement has been presented for the Company.

- The disclosures required by Sections 11 and 12 of FRS 102 (Basic Financial Instruments and Other Financial Instruments Issues respectively) in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.

The company has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.

PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
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.

In conclusion, management make no significant estimates or judgements in preparing the financial statements of the Company.

3
Auditor's remuneration

Fees relating to audit services of £4,000 (202 4: £4,000) and tax compliance services of £1,000 (202 4: £1,000) were borne by the subsidiary company, Pyramid Schools (Hadley) Limited.

4
Employees

The average monthly number of persons employed by the company during the year was nil (202 4: nil). The directors are not employed by the Company and did not receive any remuneration from the Company during the year (202 4: £nil).

5
Interest receivable and similar income
2025
2024
£'000
£'000
Interest receivable and similar income includes the following:
Interest on loans and receivables
1,472
1,289
The comparative figures have been restated. See note 14 for details of the prior year adjustment.
6
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
1,472
1,289

The comparative figures have been restated. See note 14 for details of the prior year adjustment.

PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
7
Fixed asset investments
2025
2024
£'000
£'000
Shares in group undertakings and participating interests
1
1
Loans to group undertakings and participating interests
6,509
6,509
6,510
6,510

The fellow associate loan note represents subordinated debt issued by Pyramid Schools (Hadley) Limited, a company registered in England & Wales and a fellow subsidiary of the Company. The address of its registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB. The principal activity of Pyramid Schools (Hadley) Limited is the provision of construction and operation of Hadley Learning Community School.

The loan notes are un secured and repayable in two instalments in June 2033 and December 2033. They bear interest at a standard rate of 12% per annum, with an additional 2% being applied when any interest payable falls late, and the interest is payable semi-annually in June and December.

The Company owns 100% of the issued share capital of Pyramid Schools (Hadley) Limited. The result of Pyramid Schools (Hadley) Limited in the year was a profit of £1,052,000 (202 4: £86 7,000) and its capital and reserves at 31 December 202 5 was a surplus of £9,465,000 (202 4: £8,595,000).

8
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
5,123
3,650

Amounts owed by g roup undertakings relates to interest due on loans to participating interests and is repayable upon demand.

The comparative figures have been restated. See note 14 for details of the prior year adjustment.

9
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
5,123
3,650

Amounts owed to g roup undertakings includes accrued interest payable on loan notes issued.

The comparative figures have been restated. See note 14 for details of the prior year adjustment.

10
Creditors: amounts falling due after more than one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
6,509
6,509
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Creditors: amounts falling due after more than one year
(Continued)
- 14 -

On 1 March 2009, the Company issued £6,509,000 from Browning PFI 2003 Limited (formerly known as Interserve PFI 2003 Limited) and Aberdeen Infrastructure (No.3) Limited in order to subscribe to the loan notes referred to in note 7. The loan has an interest rate equal to that of the Company's investment in its associate, Pyramid Schools (Hadley) Limited and is repayable in line with that investment. The loan is unsecured and has an interest rate equal to that of the Company's investment in its associate, Pyramid Schools (Hadley) Limited. The directors confirm that 12% is the standard rate of interest, however they acknowledge that under the terms of the Shareholder Agreement, w hen interest payments are overdue, an additional 2% penalty interest is to be applied due to late payment, thus increasing the rate of interest to 14%.

11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
of £1 each
1,000
1,000
1
1
12
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
Aberdeen Infrastructure Partners LP
50% Shareholder
PPP Equity PIP LP
50% Shareholder
Payments
2025
2024
£'000
£'000
Aberdeen Infrastructure Partners LP
-
0
-
0
PPP Equity PIP LP
-
0
-
0
Balances with related parties
Amounts owed to
related parties
2025
2024
£'000
£'000
Aberdeen Infrastructure Partners LP
5,816
4,223
PPP Equity PIP LP
5,816
4,223
PYRAMID SCHOOLS (HADLEY) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
13
Controlling party

At balance sheet date, the immediate parent companies are Browning PFI 2003 Limited (formerly known as Interserve PFI 2003 Limited) and Aberdeen Infrastructure (No.3) Limited each of which owns 50% of the share capital of the company.

The registered offices of these companies are 1 Park Row, Leeds, England, LS1 5AB and 280 Bishopsgate, London, EC2M 4AG, respectively.

In the directors' opinion there is no ultimate controlling party. At the balance sheet date the ultimate parent companies who jointly control the Company are PPP Equity PIP LP acting by its manager Dalmore Capital Limited and Aberdeen Infrastructure Partners LP Inc acting by its manager abrdn Investments Limited.

14
Prior period adjustment

The directors have determined there was a material error in the prior year financial statements in respect of accrued interest payable on its subordinated debt and accrued interest receivable on loans to its subsidiary. The financial statements incorrectly calculated interest at the standard rate of 12%, however this should have been increased by 2% due to late payment in line with the Shareholder Agreement. This error applied to interest calculations from the year ended 31 December 2018 onwards.

As such, the interest receivable and payable has been increased by the same amount, and the associated debtor and creditor implications recognised within the restatement.

The effect of the above restatement is detailed below:

Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2024
£'000
£'000
£'000
Current assets
Debtors due within one year
1,936
1,714
3,650
Creditors due within one year
Amounts owed to group undertakings
(1,936)
(1,714)
(3,650)
Net current assets
-
-
-
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Year ended 31 December 2024
£'000
£'000
£'000
Interest receivable and similar income
867
422
1,289
Interest payable and similar expenses
(867)
(422)
(1,289)
Profit for the financial year
-
-
-
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