Company registration number 05232548 (England and Wales)
PYRAMID SCHOOLS (HADLEY) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PYRAMID SCHOOLS (HADLEY) LIMITED
COMPANY INFORMATION
Directors
JS Gordon
N Covington
R F Buhl-Nielsen
(Appointed 31 January 2026)
Secretary
Resolis Limited
Company number
05232548
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) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 21
PYRAMID SCHOOLS (HADLEY) 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

Pyramid Schools (Hadley) Limited ("the Company") was established with the principal activity of undertaking a Private Finance Initiative (PFI) concession contract with Telford & Wrekin Council to design, build, finance and operate Hadley Learning Community, comprising of three schools and a community centre. T hese buildings have been in the operational phase throughout the current and preceding year. The contract was signed on 15 March 2005, construction commenced immediately and full services started 7 January 2007. The contract will run until 31 December 2034.

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.

Results and dividends

The results for the Company are set out in the statement of comprehensive income on page 8.

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
CT Solley
(Resigned 31 January 2025)
KA Cunningham
(Resigned 25 August 2025)
N Covington
FD Laing
(Appointed 31 January 2025 and resigned 31 January 2026)
R F 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.

Going Concern

The going concern disclosure for the Company can be found in note 1.2 of the financial statements.

PYRAMID SCHOOLS (HADLEY) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
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) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) LIMITED
- 4 -
Opinion

We have audited the financial statements of Pyramid Schools (Hadley) Limited ('the company') for the year ended 31 December 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 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 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:

- 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) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) LIMITED (CONTINUED)
- 5 -
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 3, 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) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) LIMITED (CONTINUED)
- 6 -

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 (HADLEY) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PYRAMID SCHOOLS (HADLEY) LIMITED (CONTINUED)
- 7 -

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) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
as restated
Notes
£'000
£'000
Turnover
3
6,932
6,897
Cost of sales
(5,587)
(5,992)
Gross profit
1,345
905
Administrative expenses
(538)
(614)
Operating profit
807
291
Interest receivable and similar income
3
4,343
4,585
Interest payable to group undertakings
(1,471)
(1,289)
Other interest payable and similar expenses
(2,276)
(2,432)
Profit before taxation
1,403
1,155
Tax on profit
7
(351)
(288)
Profit for the financial year
1,052
867
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(245)
1,683
Tax relating to other comprehensive income
63
(421)
Total comprehensive income for the year
870
2,129

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

PYRAMID SCHOOLS (HADLEY) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
as restated
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors falling due after more than one year
8
38,519
41,619
Debtors falling due within one year
8
4,043
3,465
Cash at bank and in hand
16,891
13,787
59,453
58,871
Creditors: amounts falling due within one year
9
(41,739)
(42,161)
Net current assets
17,714
16,710
Creditors: amounts falling due after more than one year
10
(8,249)
(8,115)
Net assets
9,465
8,595
Capital and reserves
Called up share capital
11
1
1
Hedging reserve
(1,276)
(1,094)
Profit and loss reserves
10,740
9,688
Total equity
9,465
8,595

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 number 05232548 (England and Wales)
PYRAMID SCHOOLS (HADLEY) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Hedging reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
1
(2,356)
9,984
7,629
Effect of prior period restatement
-
-
0
(1,163)
(1,163)
As restated
1
(2,356)
8,821
6,466
Year ended 31 December 2024:
Profit for the year as previously reported
-
-
1,184
1,184
Effect of prior period restatement
-
-
(317)
(317)
Other comprehensive income:
Cash flow hedges gains
-
1,683
-
1,683
Tax relating to other comprehensive income
-
(421)
-
0
(421)
Total comprehensive income for the year
-
1,262
867
2,129
Balance at 31 December 2024
1
(1,094)
9,688
8,595
Year ended 31 December 2025:
Profit for the year
-
-
1,052
1,052
Other comprehensive income:
Cash flow hedges gains
-
(245)
-
(245)
Tax relating to other comprehensive income
-
63
-
0
63
Total comprehensive income for the year
-
(182)
1,052
870
Balance at 31 December 2025
1
(1,276)
10,740
9,465
PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Pyramid Schools (Hadley) 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 have been prepared under the historical cost convention.

The financial statements are prepared in Pound Sterling, which is the functional currency of the company. Monetary amounts 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

These financial statements are prepared on the going concern basis. The Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future. However, the Directors are aware of certain matters which may impact the performance of the Company in future.

The Directors have reviewed a detailed model forecast which forecasts financial performance through to project completion in December 2034, incorporating the relevant terms of the Project Agreement, Subcontracts and Credit Agreement and reasonable, prudent economic assumptions. This forecast and associated business model, which is updated semi-annually, predicts that the Company will remain profitable and will have sufficient cash resources to operate within the terms of the Project Agreement, Subcontracts and Credit Agreement to the end of the concession.

The Company has positive net current assets.

With effect from 5 October 2023, the Company's FM Provider did not have an effective Parent Company Guarantee in place due to the liquidation of Interserve Group Limited (“IGL”). This led to technical defaults in the Credit Agreement which meant that the lenders could recall the senior debts from the Company on demand.

At the balance sheet date no proceedings had commenced to recall the senior debt earlier than repayment by instalments. Subsequent to the year end, a new PCG was signed which included the lenders providing a historic waiver for the EoD. The Directors are satisfied that this agreement brings the EoD to a close and clears the going concern risk related to this breach.

The Directors confirm that there are no plans that would change the future operations of the Company. Consequently, the Directors have prepared the financial statements on a going concern basis and acknowledge the EoD under the Credit Agreement and the combined Construction and FM Contract which gave rise to a material uncertainty and may have caused significant doubt over the Company’s ability to continue as a going concern. Given that a formal waiver had not been agreed at the year end date, the Company may have been unable to realise its assets and discharge its liabilities in the normal course of business.

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

Further details on the event of default

The Company's FM Provider failed to have an effective Parent Company Guarantee (“PCG”) in place as a result of the liquidation of IGL which led to the combined Construction and FM Contract becoming terminable as well as triggering technical defaults in the Credit Agreements.

An EoD was triggered when Interserve PLC went into administration on 15 March 2019, as it was parent company guarantor for Interserve (Facilities Management) Ltd and Interserve Construction Limited. A waiver was signed in 2020 accepting the PCG of IGL meaning the Company was no longer in default.

On 5 October 2023 IGL appointed liquidators under a Creditors Voluntary Liquidation. IGL is a Major Project Party as it provides a PCG for Tilbury Douglas Construction Limited ("TDCL") in relation to the Construction and FM Contract (combined contract) between the Company and TDCL. Therefore, as a result of IGL's liquidation, the combined Construction and FM Contract had become terminable. This insolvency event has also triggered a technical default in the Credit Agreement. This has been known for some time and the Company has been working with IGL, TDCL, Mitie FM and the lenders to find a resolution. The FM services are being carried out by Mitie via a contract with the Company's contractor (TDCL), and a PCG has been received. The defect liability period expired on the construction of the project on 30 November 2023 therefore no new PCG was required in relation to the construction obligations.

The Company issued a Reservation of Rights letter to IGL and notice of this was issued to the lenders and Telford and Wrekin Council in October 2023 in respect of the technical default. The Directors believed that this was highly unlikely to cause going concern issues but technically whilst the EoD subsisted, there was a risk that the lenders could accelerate senior debt repayments.

However with no formal waiver in place at the balance sheet date, the debt has been classified as wholly due within one year, whilst the technical default persisted. From Directors and management discussions with the lender there was no evidence that they intended to recall the debt earlier than the repayment terms that would otherwise prevail without an event of default. However, under the Credit Agreement it was within the lenders’ control to recall the outstanding loan balance.

The Company’s cash position and future cash flow forecasts evidence that it would not be possible for the Company to meet its liabilities if the debt were to be recalled for repayment in full rather than by instalments. Despite this course of action being available to the lenders, the Directors consider the possibility to be so remote that they deem the application of the going concern basis of preparation of the financial statements to be appropriate.

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

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
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 financial asset receivable 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 Telford & Wrekin Council.

During the construction period, costs incurred as a direct consequence of financing, designing and constructing the school, 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.

Revenues received from the customer are apportioned between:

- capital repayments;

- finance income; and

- operating revenue.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash balances and short term deposits.

Cash at bank includes £8,816,000 (202 4: £9,686,000) restricted from use in the business, being held in the Company's reserve accounts under the terms of its Senior Debt facility.

1.5
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.

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 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 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 net carrying amount on initial recognition.

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
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.

Other financial liabilities

Derivatives, including interest rate swaps, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

1.6
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.

1.7
Hedge accounting

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the fair value of the derivative financial instrument is recognised directly in the statement of comprehensive income as other comprehensive income or expense. Any ineffective portion of the hedge is recognised immediately in profit or loss.

Where hedge accounting recognises a liability then an associated deferred tax asset is also recognised.

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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.

1.8
Taxation

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

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.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 income statement, 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.

1.9

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 also 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) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
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 company 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 directors' 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.

Accounting for service concessions and PFI contracts

The Company has been established to provide services under certain private finance agreements with Telford & Wrekin Council. Under the terms of these Agreements, Telford & Wrekin 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 Financial 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 (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
3
Turnover and other income

The turnover and profit before taxation are attributable to the one principal activity of the Company.

2025
2024
£'000
£'000
Turnover analysed by class of business
Turnover from operations
6,030
5,801
Turnover from pass through
902
1,096
6,932
6,897
2025
2024
£'000
£'000
Other income
Interest income
4,343
4,585

Turnover, which is stated net of value added tax, represents amounts invoiced for services provided and is recognised each year as the applicable portions of the amounts receivable relating to finance and operating costs calculated on a consistent basis (see accounting policies).

Turnover is attributable to one geographical market, the United Kingdom. Revenue from pass throughs in the current year and previous year relates to variations and other pass through costs.

4
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
21
21
For other services
Taxation compliance services
5
5
5
Employees

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

6
Directors' remuneration
2025
2024
£'000
£'000
Remuneration paid to directors
144
141

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

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
7
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
351
288
2025
2024
£'000
£'000
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
(63)
421

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

8
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Trade debtors
5
54
Corporation tax recoverable
653
224
Finance debtor
3,199
2,940
Other debtors
129
110
Prepayments and accrued income
57
99
4,043
3,427
Deferred tax asset
-
0
38
4,043
3,465
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Finance debtor
38,093
41,292
Deferred tax asset
426
327
38,519
41,619
Total debtors
42,562
45,084

The finance debtor represents payments due from Telford & Wrekin Council in respect of the Project Agreement. These payments are received over the remaining life of the agreement.

The comparative figures for corporation tax recoverable and other debtors have been restated. See note 14 for details of the prior year adjustment.

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
9
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Bank loans
34,686
37,041
Trade creditors
845
603
Amounts owed to group undertakings
5,159
3,686
Taxation and social security
155
187
Derivative financial instruments
218
152
Accruals and deferred income
676
492
41,739
42,161

The senior secured loan represents total amounts of £67,649,000 borrowed under a facility agreement with Bank of Scotland and HSBC. The loan bears interest at a margin over SONIA of 0.900% as at 29 December 2008 and is repayable in instalments between 2007 and 2033. The loan is secured by fixed and floating charges over the undertaking, property, assets and rights of the company, and has certain covenants attached.

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

Due to the Event of Default referred to in accounting policy note 1.2, and with no waiver being received by the lenders at the balance sheet date, the senior loan is classified as due within one year in the balance sheet.

The comparative figures for amounts owed to group undertakings 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
Other borrowings
6,509
6,509
Derivative financial instruments
1,484
1,306
Accruals and deferred income
256
300
8,249
8,115

The subordinated loan from the shareholder companies bears interest at a standard rate of 12%, with an additional 2% being applied when any interest payable falls late.

The loan is repayable in instalments within 2033, unsecured, and shown within Other borrowings above.

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary Shares of £1 each
1,000
1,000
1
1

The Company has 1,000 shares at £1 each, of which none carry rights to fixed income. All of the shares have equal voting rights.

12
Related party transactions
Transactions with related parties

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

PPP Equity PIP LP
2025
2024
£'000
£'000
For Director Services
72
70
Aberdeen Infrastructure Partners LP
2025
2024
£'000
£'000
For Director Services
72
70
Other information

Services supplied during the year and amounts payable at 31 December 2025 are included within trade creditors and accruals.

13
Parent company

The Company is incorporated and domiciled in Great Britain. The immediate controlling party is Pyramid Schools (Hadley) Holdings Limited. Copies of the financial statements of Pyramid Schools (Hadley) 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.

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.

PYRAMID SCHOOLS (HADLEY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
14
Prior period adjustment

The directors have determined there was a material error in the prior year financial statements in respect of accrued interest on the subordinated loan. The financial statements incorrectly accrued interest on the loan notes 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 accrual recognised has been increased, and the associated expense and tax 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
3,229
236
3,465
Creditors due within one year
Creditors: amounts falling due within one year
(40,446)
(1,715)
(42,161)
Net current assets
18,189
(1,479)
16,710
Net assets
10,074
(1,479)
8,595
Capital and reserves
Profit and loss reserves
11,167
(1,479)
9,688
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2024
£'000
£'000
£'000
Interest payable to group undertakings
(867)
(422)
(1,289)
Profit before taxation
1,577
(422)
1,155
Taxation
(394)
106
(288)
Profit for the financial period
1,183
(316)
867
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