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REGISTERED NUMBER: 09210539 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 October 2023

for

Physical Properties Testing Ltd.

Physical Properties Testing Ltd. (Registered number: 09210539)






Contents of the Financial Statements
for the Year Ended 31 October 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Physical Properties Testing Ltd.

Company Information
for the Year Ended 31 October 2023







DIRECTORS: J R Feldman
A D Markin
Z Smotherman



SECRETARY: Oakwood Corporate Secretary Limited



REGISTERED OFFICE: Richmond Works
Lake View
Halifax
West Yorkshire
HX3 6EP



REGISTERED NUMBER: 09210539 (England and Wales)



AUDITORS: Haines Watts
Chartered Accountants &
Statutory Auditors
3rd Floor
56 Wellington Street
Leeds
West Yorkshire
LS1 2EE



BANKERS: HSBC Innovation Banking
Alphabeta
14-18 Finsbury Square
London
EC2A 1BR

Physical Properties Testing Ltd. (Registered number: 09210539)

Strategic Report
for the Year Ended 31 October 2023

The directors present their strategic report for the year ended 31 October 2023.

PRINCIPAL ACTIVITY

The company's principal activity during the year continued to be that of a holding company. There have not been any significant changes in the company's activities in the year under review.

REVIEW OF BUSINESS
Interest costs have risen as a result of the general increase in interest rates,

The company's UK bank Silicon Valley Bank was acquired by HSBC in March 2023, and the US arm of Silicon Valley Bank was acquired by First Citizen Bank also in March 2023. The company sees this as strengthening the banking relationships going forward.

PRINCIPAL RISKS AND UNCERTAINTIES
The key business risks and uncertainties affecting the company are considered to relate to competition, interest rates and the market forces within the industries in which its subsidiaries operate.

FINANCIAL KEY PERFORMANCE INDICATORS
As the company itself does not trade, the company's directors are of the opinion that analysis using KPI's is not necessary for an understanding of the development, performance or position of the entity.

FUTURE DEVELOPMENTS
The intention of the directors is for the company to continue to act as a holding company.

ON BEHALF OF THE BOARD:





J R Feldman - Director


30 January 2024

Physical Properties Testing Ltd. (Registered number: 09210539)

Report of the Directors
for the Year Ended 31 October 2023

The directors present their report with the financial statements of the company for the year ended 31 October 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 October 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2022 to the date of this report.

J R Feldman
A D Markin
Z Smotherman

Other changes in directors holding office are as follows:

J M Page ceased to be a director after 31 October 2023 but prior to the date of this report.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company holds or issues financial instruments in order to achieve the objective of financing the acquisition of subsidiaries.

DISCLOSURE IN THE STRATEGIC REPORT
Disclosures with regard to review of the business, principal risks and uncertainties, key performance indicators and future plans are included in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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;
-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.

Physical Properties Testing Ltd. (Registered number: 09210539)

Report of the Directors
for the Year Ended 31 October 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J R Feldman - Director


30 January 2024

Report of the Independent Auditors to the Members of
Physical Properties Testing Ltd.

Opinion
We have audited the financial statements of Physical Properties Testing Ltd. (the 'company') for the year ended 31 October 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 October 2023 and of its loss 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Physical Properties Testing Ltd.


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Report of the Independent Auditors to the Members of
Physical Properties Testing Ltd.


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management; and from our commercial knowledge and experience of the sector
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit

We assessed the susceptibility of the company's financial statements to misstatement, including obtaining
an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
- understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosure to underlying supporting documentation;
- reviewing correspondence with HMRC and relevant regulators.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as
they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Physical Properties Testing Ltd.


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Matthew Barton BA (Hons) FCA CTA (Senior Statutory Auditor)
for and on behalf of Haines Watts
Chartered Accountants &
Statutory Auditors
3rd Floor
56 Wellington Street
Leeds
West Yorkshire
LS1 2EE

1 February 2024

Physical Properties Testing Ltd. (Registered number: 09210539)

Statement of Comprehensive Income
for the Year Ended 31 October 2023

2023 2022
Notes £    £   

TURNOVER - -

Administrative expenses 138,133 94,157
OPERATING LOSS 5 (138,133 ) (94,157 )


Interest payable and similar expenses 6 3,119,595 1,253,440
LOSS BEFORE TAXATION (3,257,728 ) (1,347,597 )

Tax on loss 7 - -
LOSS FOR THE FINANCIAL YEAR (3,257,728 ) (1,347,597 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(3,257,728

)

(1,347,597

)

Physical Properties Testing Ltd. (Registered number: 09210539)

Balance Sheet
31 October 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 8 31,287,248 31,287,248

CURRENT ASSETS
Debtors 9 22,192,808 22,660,030

CREDITORS
Amounts falling due within one year 10 24,860,164 19,871,858
NET CURRENT (LIABILITIES)/ASSETS (2,667,356 ) 2,788,172
TOTAL ASSETS LESS CURRENT
LIABILITIES

28,619,892

34,075,420

CREDITORS
Amounts falling due after more than one
year

11

29,677,639

31,875,439
NET (LIABILITIES)/ASSETS (1,057,747 ) 2,199,981

CAPITAL AND RESERVES
Called up share capital 14 5,250,001 5,250,001
Retained earnings (6,307,748 ) (3,050,020 )
SHAREHOLDERS' FUNDS (1,057,747 ) 2,199,981

The financial statements were approved by the Board of Directors and authorised for issue on 30 January 2024 and were signed on its behalf by:





J R Feldman - Director


Physical Properties Testing Ltd. (Registered number: 09210539)

Statement of Changes in Equity
for the Year Ended 31 October 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 November 2021 5,250,001 (1,702,423 ) 3,547,578

Changes in equity
Total comprehensive income - (1,347,597 ) (1,347,597 )
Balance at 31 October 2022 5,250,001 (3,050,020 ) 2,199,981

Changes in equity
Total comprehensive income - (3,257,728 ) (3,257,728 )
Balance at 31 October 2023 5,250,001 (6,307,748 ) (1,057,747 )

Physical Properties Testing Ltd. (Registered number: 09210539)

Notes to the Financial Statements
for the Year Ended 31 October 2023

1. STATUTORY INFORMATION

Physical Properties Testing Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b)
and 11.48(c);
the requirement of paragraph 33.7.

Preparation of consolidated financial statements
The financial statements contain information about Physical Properties Testing Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, BV PPT Holdings Limited, Richmond Works, Lake View, Halifax, United Kingdom, HX3 6EP.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.


Physical Properties Testing Ltd. (Registered number: 09210539)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current 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 or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Finance costs
Finance costs are charged to the statement of income and retained earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Debtors
Short term debtors are measured at transaction price, less any impairment.

Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of financial statements requires management to make significant judgements and estimates. The directors consider that there are no items in the financial statements where such key judgements and estimates have been made.

Physical Properties Testing Ltd. (Registered number: 09210539)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2023

4. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 October 2023 nor for the year ended 31 October 2022.

The average number of employees during the year was as follows:
2023 2022

Directors 4 4

2023 2022
£    £   
Directors' remuneration - -

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023 2022
£    £   
Foreign exchange differences (3,457 ) 17,692

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Interest payable 3,119,595 1,253,440

7. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 October 2023 nor for the year ended 31 October 2022.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Loss before tax (3,257,728 ) (1,347,597 )
Loss multiplied by the standard rate of corporation tax in the UK of
25% (2022 - 19%)

(814,432

)

(256,043

)

Effects of:
Group relief 814,432 256,043
Total tax charge - -

Physical Properties Testing Ltd. (Registered number: 09210539)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2023

8. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 November 2022
and 31 October 2023 31,287,248
NET BOOK VALUE
At 31 October 2023 31,287,248
At 31 October 2022 31,287,248

The company's investments at the Balance Sheet date in the share capital of companies include the following:

PPT Group UK Ltd (formerly known as James H Heal and Company Limited)
Registered office: United Kingdom
Nature of business: Manufacturer of fabric testing machines
%
Class of shares: holding
Ordinary 100.00

Mecmesin Limited
Registered office: United Kingdom
Nature of business: Manufacture of force and torque measurement
%
Class of shares: holding
Ordinary 100.00

PPT Group Corp
Registered office: United States of America
Nature of business: Sales / Marketing
%
Class of shares: holding
Ordinary 100.00

9. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings 21,823,954 22,149,586
Prepayments and accrued income 98,361 141,590
21,922,315 22,291,176

Amounts falling due after more than one year:
Prepayments and accrued income 270,493 368,854

Aggregate amounts 22,192,808 22,660,030

Physical Properties Testing Ltd. (Registered number: 09210539)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2023

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 12) 2,897,500 928,752
Amounts owed to group undertakings 21,962,664 18,943,106
24,860,164 19,871,858

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans (see note 12) 29,677,639 31,875,439

12. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans 2,897,500 928,752

Amounts falling due between two and five years:
Bank loans - 2-5 years 29,677,639 31,875,439

13. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank loans 32,575,139 32,804,191

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
525,000,100 Ordinary 0.01 5,250,001 5,250,001

15. ULTIMATE PARENT COMPANY

At the year end the company's immediate parent undertaking is BV PPT Holdings Limited, a company incorporated in England and Wales at Richmond Works, Lake View, Halifax, HX3 6EP. Consolidated accounts for BV PPT Holdings Limited can be obtained from this address.

The ultimate parent company is BV Acquisitions X Parent Sarl, a company incorporated in Luxembourg. The company's ultimate controlling party at the year end is Battery Ventures, a private equity group based in the United States of America.

Physical Properties Testing Ltd. (Registered number: 09210539)

Notes to the Financial Statements - continued
for the Year Ended 31 October 2023

16. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

No further transactions took place as are required to be reported by FRS102.