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Company registration number: 13097882







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
29 FEBRUARY 2024


PHX HOLDINGS LIMITED






































img62f1.png                        

 


PHX HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Director
Mr S K Jacobs 




Registered number
13097882



Registered office
48 Standard Way
Fareham Industrial Park

Fareham

Hampshire




Independent auditors
Shaw Gibbs Audit Limited
Senior Statutory Auditor

25 St Thomas Street

Winchester

Hampshire

SO23 9HJ





 


PHX HOLDINGS LIMITED
 



CONTENTS



Page
Group strategic report
1
Director's report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of income and retained earnings
8
Consolidated statement of financial position
9 - 10
Company statement of financial position
11
Consolidated statement of changes in equity
12 - 13
Company statement of changes in equity
14 - 15
Consolidated statement of cash flows
16 - 17
Consolidated analysis of net debt
18
Notes to the financial statements
19 - 36


 


PHX HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024

 
The Directors present the strategic report of PHX Holdings Limited for the year ended 28 February 2024.

Principal activities and business review
 
The principal activity of the company during the year was that of a holding company.
The business has grown significantly again this year with an increased turnover of 12%. A new Management structure has been implemented to support this growth, with continued high focus on quality and manufacturing processes to help maintain the continued world class service.

Principal risks and uncertainties
 
Similar to the trading subsidiary we have a strategic focus on risk management and cyber protection. Robust procurement planning supports supply chain challenges and cost increases.

Financial key performance indicators
 
We have a comprehensive suite of key performance indicators in the trading subsidiary that include our financial performance against targets. This helps ensure the management team are fully informed of our strategic objectives.

Other key performance indicators
 
Close working with our financial partners, stakeholders and utilisation of performance indicators drive our strategic
decisioning.


This report was approved by the board and signed on its behalf.



Mr S K Jacobs
Director

Date: 25 November 2024

Page 1

 


PHX HOLDINGS LIMITED
 


 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024

The director presents his report and the financial statements for the year ended 29 February 2024.

Director's responsibilities statement

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £1,109,963 (2023 - £308,993).

The director does not recommend that any final dividend is paid relating to the year ended 29th February 2024.

Director

The director who served during the year was:

Mr S K Jacobs 

Future developments

Our current strategy following this period of growth is to secure turnover at this level for the next financial year. We want to
support and maintain our team in order to maximise their development and provide opportunities for their progression.

Research and development activities

Using the wealth of experience we now have in our Engineering team, we remain dedicated to ‘Design for Manufacture’ we have researched and developed many processes and designs to ensure product can be built correctly whilst ensuring they remain Technically compliant for the end use.

Page 2

 


PHX HOLDINGS LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

 has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsShaw Gibbs Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Mr S K Jacobs
Director

Date: 25 November 2024

Page 3

 


PHX HOLDINGS LIMITED
 


 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED

Opinion


We have audited the financial statements of PHX Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29th February 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 the opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 29 February 2024 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the group 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 director's 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 Group's or the parent 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 director 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 Group 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. 


Page 4

 


PHX HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Director's report.


W 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 the opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for the audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for the audit.


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 2, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 


PHX HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as
we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities
occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.


We obtained an understanding of the legal and regulatory framework applicable to the company via discussions with the
directors. This identified that the most significant laws and regulations relate to the form and content of the financial
statements such as the UK Companies Act 2006 and Financial Reporting Standard 102. The company complies with these
laws and regulations by using appropriately qualified professionals to prepare the financial statements.
As part of our planning process we assessed susceptibility of the company's financial statements to material
misstatements, including how fraud might occur by making an assessment of the key risks. The key risks identified in
respect of Phoenix Systems UK Limited are revenue recognition and the impact of performance targets on influencing
management override. The directors confirmed no actual, suspected or alleged cases of fraud.


Based on this assessment we designed our audit procedures to address these key risk areas with an emphasis on testing
revenue recognition policies and sales cut off and reviewing those areas susceptible to management override including
testing manual journals and making enquiries of management.



A further description of the 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 the Report of our Auditors'.


Page 6

 


PHX HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED (CONTINUED)

Use of the 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 2006Our 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 Report of our 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 the audit work, for this report, or for the opinions we have formed.





Harriet Sergeant (Senior statutory auditor)
for and on behalf of
Shaw Gibbs Audit Limited
Statutory Auditor
25 St Thomas Street
Winchester
Hampshire
SO23 9HJ
 

27 November 2024
Page 7

 


PHX HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2024
2023
£
£

  

Turnover
 3 
16,111,264
14,295,040

Cost of sales
  
(12,102,742)
(10,987,838)

Gross profit
  
4,008,522
3,307,202

Distribution costs
  
(84,622)
(79,970)

Administrative expenses
  
(2,584,360)
(2,789,323)

Other operating income
 4 
18,654
-

Operating profit
 5 
1,358,194
437,909

Income from fixed assets investments
  
-
(1)

Interest receivable and similar income
 9 
-
6

Interest payable and similar expenses
 10 
(50,318)
(49,348)

Profit before tax
  
1,307,876
388,566

Tax on profit
 11 
(138,775)
(62,591)

Profit after tax
  
1,169,101
325,975

  

  

Retained earnings at the beginning of the year
  
(14,699)
100,026

  
(14,699)
100,026

Profit for the year attributable to the owners of the parent
  
1,109,963
308,993

Dividends declared and paid
  
(734,215)
(423,718)

Retained earnings at the end of the year
  
361,049
(14,699)

Non-controlling interest at the beginning of the year
  
88,203
71,221

Other NCI share movements
  
59,138
16,982

Non-controlling interest at the end of the year
  
147,341
88,203

The notes on pages 19 to 36 form part of these financial statements.

Page 8

 


PHX HOLDINGS LIMITED
REGISTERED NUMBER:13097882



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2024

29 February
28 February
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
95,594
109,250

Tangible assets
 14 
543,752
605,737

  
639,346
714,987

Current assets
  

Stocks
 16 
2,258,365
3,058,568

Debtors: amounts falling due within one year
 17 
4,177,574
3,612,275

Cash at bank and in hand
 18 
454,686
217,472

  
6,890,625
6,888,315

Creditors: amounts falling due within one year
 19 
(5,387,178)
(5,741,255)

Net current assets
  
 
 
1,503,447
 
 
1,147,060

Total assets less current liabilities
  
2,142,793
1,862,047

Creditors: amounts falling due after more than one year
 20 
(288,389)
(436,720)

Provisions for liabilities
  

Deferred taxation
 21 
(114,900)
(120,709)

  
 
 
(114,900)
 
 
(120,709)

Net assets
  
1,739,504
1,304,618

Page 9

 


PHX HOLDINGS LIMITED
REGISTERED NUMBER:13097882


    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 29 FEBRUARY 2024

29 February
28 February
2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
 22 
100
100

Other reserves
 23 
1,231,014
1,231,014

Profit and loss account
 23 
361,049
(14,699)

Equity attributable to owners of the parent Company
  
1,592,163
1,216,415

Non-controlling interests
  
147,341
88,203

  
1,739,504
1,304,618


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr S K Jacobs
Director

Date: 25 November 2024

The notes on pages 19 to 36 form part of these financial statements.

Page 10

 


PHX HOLDINGS LIMITED
REGISTERED NUMBER:13097882



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2024

29 February
28 February
2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
179
179

  
179
179

Current assets
  

Debtors: amounts falling due within one year
 17 
10
11

Cash at bank and in hand
 18 
39
-

  
49
11

Creditors: amounts falling due within one year
  
(290)
(90)

Net current liabilities
  
 
 
(241)
 
 
(79)

Total assets less current liabilities
  
(62)
100

  

  

Net (liabilities)/assets
  
(62)
100


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit for the year
  
734,053
423,718

Other changes in the profit and loss account

  

(734,215)
(423,718)

Profit and loss account carried forward
  
(162)
-

  
(62)
100


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr S K Jacobs
Director

Date: 25 November 2024

The notes on pages 19 to 36 form part of these financial statements.

Page 11


 
PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024



Called up share capital
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 March 2023
100
1,231,014
(14,699)
1,216,415
88,203
1,304,618



Comprehensive income for the year


Profit for the year
-
-
1,109,963
1,109,963
-
1,109,963

Total comprehensive income for the year
-
-
1,109,963
1,109,963
-
1,109,963



Contributions by and distributions to owners


Dividends: Equity capital
-
-
(734,215)
(734,215)
-
(734,215)


Profit attributable to NCI
-
-
-
-
59,138
59,138



Total transactions with owners
-
-
(734,215)
(734,215)
59,138
(675,077)



At 29 February 2024
100
1,231,014
361,049
1,592,163
147,341
1,739,504



The notes on pages 19 to 36 form part of these financial statements.

Page 12


 
PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023



Called up share capital
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 March 2022
100
1,231,014
100,026
1,331,140
71,221
1,402,361



Comprehensive income for the year


Profit for the year
-
-
308,993
308,993
-
308,993

Total comprehensive income for the year
-
-
308,993
308,993
-
308,993



Contributions by and distributions to owners


Dividends: Equity capital
-
-
(423,718)
(423,718)
-
(423,718)


Profit attributable to NCI
-
-
-
-
16,982
16,982



Total transactions with owners
-
-
(423,718)
(423,718)
16,982
(406,736)



At 28 February 2023
100
1,231,014
(14,699)
1,216,415
88,203
1,304,618



The notes on pages 19 to 36 form part of these financial statements.

Page 13

 


PHX HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 March 2023
100
-
100


Comprehensive income for the year

Profit for the year
-
734,053
734,053
Total comprehensive income for the year
-
734,053
734,053


Contributions by and distributions to owners

Dividends: Equity capital
-
(734,215)
(734,215)


Total transactions with owners
-
(734,215)
(734,215)


At 29 February 2024
100
(162)
(62)


The notes on pages 19 to 36 form part of these financial statements.

Page 14

 


PHX HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 March 2022
100
-
100


Comprehensive income for the year

Profit for the year

-
423,718
423,718


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
423,718
423,718


Contributions by and distributions to owners

Dividends: Equity capital
-
(423,718)
(423,718)


Total transactions with owners
-
(423,718)
(423,718)


At 28 February 2023
100
-
100


The notes on pages 19 to 36 form part of these financial statements.

Page 15

 


PHX HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024

29 February
28 February
2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
1,169,101
325,975

Adjustments for:

Amortisation of intangible assets
13,656
13,656

Depreciation of tangible assets
118,159
135,857

Interest paid
50,318
49,346

Interest received
-
(6)

Taxation charge
138,775
62,591

Decrease/(increase) in stocks
800,203
(643,763)

(Increase) in debtors
(565,299)
(1,257,294)

(Decrease)/increase in creditors
(529,258)
2,046,946

Corporation tax received
38,739
-

Net cash generated from operating activities

1,234,394
733,308


Cash flows from investing activities

Purchase of tangible fixed assets
(58,138)
(69,405)

Sale of tangible fixed assets
1,964
-

Interest received
-
6

HP interest paid
(12,656)
(11,913)

Net cash from investing activities

(68,830)
(81,312)
Page 16

 


PHX HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024

29 February
28 February

2024
2023

£
£



Cash flows from financing activities

Repayment of loans
(100,000)
(131,308)

Repayment of/new finance leases
(56,497)
(56,551)

Dividends paid
(734,215)
(423,718)

Interest paid
(37,663)
(37,433)

Net cash used in financing activities
(928,375)
(649,010)

Net increase in cash and cash equivalents
237,189
2,986

Cash and cash equivalents at beginning of year
217,472
214,486

Cash and cash equivalents at the end of year
454,661
217,472


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
454,686
217,472

Bank overdrafts
(25)
-

454,661
217,472


The notes on pages 19 to 36 form part of these financial statements.

Page 17

 


PHX HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 29 FEBRUARY 2024




At 1 March 2023
Cash flows
At 29 February 2024
£

£

£

Cash at bank and in hand

217,472

237,214

454,686

Bank overdrafts

-

(25)

(25)

Debt due after 1 year

(283,333)

100,000

(183,333)

Debt due within 1 year

(2,604,836)

(308,075)

(2,912,911)

Finance leases

(205,832)

56,498

(149,334)


(2,876,529)
85,612
(2,790,917)

The notes on pages 19 to 36 form part of these financial statements.

Page 18

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

1.


General information

PHX Holdings Limited is a private company limited by shares, registered in England and Wales. The address of its registered office is disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

 
2.3

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 19

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss 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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Goodwill

Goodwill is the amount arising on consolidation and is amortised over its useful life of 10 years. As the group is unable to reliably estimate the useful life of goodwill, in accordance with FRS 102 Section 19.23 amortisation is not to exceed 10 years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 21

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
10%
Plant and machinery
-
10% and 25%
Motor vehicles
-
25%
Office equipment
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

Page 22

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of financial position when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to 
Page 23

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 24

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

3.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sale of goods
16,111,264
14,295,040

16,111,264
14,295,040


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
12,024,682
11,736,304

Rest of the world
4,086,582
2,558,736

16,111,264
14,295,040



4.


Other operating income

2024
2023
£
£

Insurance claims receivable
18,654
-

18,654
-



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
(10,688)
(113,165)

Other operating lease rentals
195,543
190,777

Depreciation of fixed assets
118,159
135,857

Impairment of stock
(15,927)
49,192

Page 25

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
1,500
-

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
13,500
15,500


7.


Employees

Staff costs, including director's remuneration, were as follows:


Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,276,173
3,122,225
-
-

Social security costs
304,481
294,449
-
-

Cost of defined contribution scheme
116,338
91,558
-
-

3,696,992
3,508,232
-
-


The average monthly number of employees, including the director, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Production
88
82
1
1



Admin
20
24
-
-



Management
5
4
-
-

113
110
1
1

Page 26

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

8.


Director's remuneration

2024
2023
£
£

Director's emoluments
10,032
12,939

Group contributions to defined contribution pension schemes
29,164
5,193

39,196
18,132


During the year retirement benefits were accruing to 1 director (2023 - NIL) in respect of defined contribution pension schemes.

During the year the number of directors receiving retirement benefits under money purchase schemes was 1 (2023 - 1).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
-
6

-
6


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
12,055
15,932

Other loan interest payable
25,607
20,101

Finance leases and hire purchase contracts
12,656
11,914

Other interest payable
-
1,401

50,318
49,348

Page 27

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
274,418
91,095

Adjustments in respect of previous periods
(129,834)
(13,433)


144,584
77,662


Total current tax
144,584
77,662

Deferred tax


Origination and reversal of timing differences
(5,809)
(15,071)

Total deferred tax
(5,809)
(15,071)


Tax on profit
138,775
62,591

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,307,876
388,567


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
326,969
73,828

Effects of:


Non-tax deductible amortisation of goodwill and impairment
3,414
2,595

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,050
1,829

Adjustments to tax charge in respect of prior periods
-
(1)

Other timing differences leading to an increase (decrease) in taxation
11,790
1,390

Adjustment for change in tax rates
(6,718)
(3,617)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(70,896)
-

Other differences leading to an increase (decrease) in the tax charge
(129,834)
(13,433)

Total tax charge for the year
138,775
62,591

Page 28

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

29 February
28 February
2024
2023
£
£


Dividends Paid
734,215
423,718

734,215
423,718


13.


Intangible assets

Group and Company







Goodwill

£





At 1 March 2023
136,562



At 29 February 2024

136,562





At 1 March 2023
27,312


Charge for the year on owned assets
13,656



At 29 February 2024

40,968



Net book value



At 29 February 2024
95,594



At 28 February 2023
109,250



Page 29

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

14.


Tangible fixed assets

Group








Short-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 March 2023
402,718
1,041,166
18,950
139,424
1,602,258


Additions
3,876
16,598
-
37,664
58,138


Disposals
-
(1,890)
-
(158)
(2,048)



At 29 February 2024

406,594
1,055,874
18,950
176,930
1,658,348



Depreciation


At 1 March 2023
270,295
613,259
18,950
94,019
996,523


Charge for the year on owned assets
23,874
71,882
-
22,403
118,159


Disposals
-
(79)
-
(7)
(86)



At 29 February 2024

294,169
685,062
18,950
116,415
1,114,596



Net book value



At 29 February 2024
112,425
370,812
-
60,515
543,752



At 28 February 2023
132,424
427,907
-
45,406
605,737

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


29 February
28 February
2024
2023
£
£



Plant and machinery
229,745
196,132

229,745
196,132

Page 30

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

15.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 1 March 2023
179



At 29 February 2024
179





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Phoenix Systems UK Limited
48 Standard Way, Fareham Industrial Park, Fareham, Hants, PO16 8XQ
Ordinary
95%
STEM Electronics Limited
48 Standard Way, Fareham Industrial Park, Fareham, Hants, PO16 8XQ
Ordinary
90%

The aggregate of the share capital and reserves as at 29 February 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Phoenix Systems UK Limited
1,644,212
1,183,080

STEM Electronics Limited
(61)
(161)

Page 31

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

16.


Stocks

Group
29 February
Group
28 February
2024
2023
£
£

Work in progress (goods to be sold)
1,242,371
1,352,159

Finished goods and goods for resale
1,015,994
1,706,409

2,258,365
3,058,568


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 32

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

17.


Debtors

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£


Trade debtors
4,034,729
3,265,611
-
-

Other debtors
181
282,492
10
11

Prepayments and accrued income
142,664
64,172
-
-

4,177,574
3,612,275
10
11



18.


Cash and cash equivalents

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
454,686
217,472
39
-

Less: bank overdrafts
(25)
-
-
-

454,661
217,472
39
-


Page 33

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

19.


Creditors: Amounts falling due within one year

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
25
-
-
-

Bank loans
100,000
100,000
-
-

Trade creditors
1,418,369
2,507,830
-
-

Amounts owed to group undertakings
-
-
290
90

Corporation tax
274,418
91,095
-
-

Other taxation and social security
224,899
111,127
-
-

Obligations under finance lease and hire purchase contracts
44,278
52,445
-
-

Other creditors
2,821,844
2,504,836
-
-

Accruals and deferred income
503,345
373,922
-
-

5,387,178
5,741,255
290
90


In the group creditors totalling £2,384,858 (2023 - £2,343,342) falling due within one year are secured over the assets of the company by way of fixed and floating charges including a negative pledge.
In the group bank loans totalling £100,000 (2023 - £100,000) falling due within one year are secured over the assets of the company by way of fixed and floating charges.
In the group hire purchase obligations totalling £44,278 (2023 - £52,445) falling due within one year are secured over the assets which they relate to


20.


Creditors: Amounts falling due after more than one year

Group
29 February
Group
28 February
2024
2023
£
£

Bank loans
183,333
283,333

Net obligations under finance leases and hire purchase contracts
105,056
153,387

288,389
436,720


In the group bank loans totalling £183,333 (2023 - £283,333) falling due after one year are secured over the assets of thecompany by way of fixed and floating charges.
In the group hire purchase obligations totalling £105,056 (2023 - £153,387) falling due after one year are secured over the assets which they relate to.



Page 34

 


PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

21.


Deferred taxation


Group



2024


£






At beginning of year
(120,709)


Charged to profit or loss
5,809



At end of year
(114,900)

Group
29 February
Group
28 February
2024
2023
£
£

Accelerated capital allowances
(114,900)
(120,709)

(114,900)
(120,709)


22.


Share capital

29 February
28 February
2024
2023
£
£
Allotted, called up and fully paid



90 (2023 - 90) Ordinary shares of £1.00 each
90
90
10 (2023 - 10) Ordinary B shares of £1.00 each
10
10

100

100

All shares have attached to them full voting and capital distribution (including on Winding up) rights; they do not confer any rights of redemption. The shares have a right to a Dividend but the directors can declare a dividend on the different classes of shares at differing times.


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PHX HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

23.


Reserves

Other reserves

Other reserves represents the value of bringing the investments in subsidiaries in line with their fair value at acquisition.

Profit and loss account

The profit and loss account represents all accumulated net gains and losses which are distributable.


24.


Pension commitments

The subsidiary Company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the  subsidiary Company in an independently administered fund. The pension cost charge represents contributions payable by the subsidiary Company to the fund and amounted to £119,745 (2023 - £91,558). Contributions totalling £21,008 (2023 - £55,940) were payable to the fund at the reporting date and are included in creditors.
Amounts accrued in relation to directors pension totalled £24,000 (2023 - £Nil).


25.


Commitments under operating leases

At 29 February 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
29 February
Group
28 February
2024
2023
£
£

Not later than 1 year
165,393
178,166

Later than 1 year and not later than 5 years
577,387
579,713

Later than 5 years
287,000
430,500

1,029,780
1,188,379

26.


Related party transactions

At the year end, included within other creditors, were amounts owed to the Director totalling £389,326 (2023 - £84,942). This loan is undated, interest free and repayable on demand.
At the year end, included within other creditors, were amounts owed to a shareholder of PHX Holdings Limited totalling £7,600 (2023 - £14,739). This loan is undated, interest free and repayable on demand.

 
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