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REGISTERED NUMBER: 05953566 (England and Wales)












Group Strategic Report,

Report of the Directors and

Audited

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

PHCO154 Limited

PHCO154 Limited (Registered number: 05953566)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Profit or Loss 10

Consolidated Statement of Profit or Loss and Other
Comprehensive Income

11

Consolidated Statement of Financial Position 12

Company Statement of Financial Position 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the Consolidated Statement of Cash Flows 18

Notes to the Consolidated Financial Statements 19


PHCO154 Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: S Mitchell
P Hansen
N Luycx



REGISTERED OFFICE: Shadwell House
65 Lower Green Road
Rusthall
Tunbridge Wells
Kent
TN4 8TW



REGISTERED NUMBER: 05953566 (England and Wales)



SENIOR STATUTORY AUDITOR: Aidan Smyth



AUDITORS: Peter Hodgson & Co. Ltd. (Statutory Auditor)
Chartered Accountants
Shadwell House
65 Lower Green Road
Tunbridge Wells
Kent
TN4 8TW

PHCO154 Limited (Registered number: 05953566)

Group Strategic Report
for the Year Ended 31 December 2024

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS
The two entities that comprise PHCO154, Starspeed Limited and Starspeed Training Limited have concluded a lot of restructuring and positioning for future growth over the period 2024. The companies have identified opportunities for significant synergies based on the dominance of one type of helicopter in the chosen market sectors, namely the Airbus H145. This type of helicopter increasingly features as the helicopter of choice for super yachts and also the Quark contract (Antarctic Cruise Ship).

Through investments in the new H145 simulator installed at Starspeed Training, Kemble during winter 2024 and through the expansion of capability to support the H145 by the new MRO (Maintenance, Repair and Overhaul) facility established for the Penzance Helicopter Service in 2023; the combined group will be better positioned to provide an almost end-to-end service, at reduced cost to clients and improved profitability to Starspeed.

Starspeed Training has experienced a significant increase in all training enquiries and expects that to continue through 2025 and beyond.

Starspeed Limited has ironed out many of the issues concerned with initial set up on the Penzance Helicopter Service; and is now anticipating to manage the costs of operation at a lower level with the investment in MRO and also increase the revenue through price increases and improved passenger numbers. On the management side of the business, Starspeed limited and successfully completed a major renegotiation of its largest single contract that will provide new fees in 2025.

The group made a pre-tax loss amounting to £363,856 for the year after management charges of £717,652.

The directors are confident that the group will return to profits in 2025 and future years.

PRINCIPAL RISKS AND UNCERTAINTIES
As an aircraft operator, the largest risks are relating to the incalculable consequences of a very serious incident or accident; however, as a highly regulated entity, the majority of company systems and processes are designed and maintained to minimise the possibility of such an outcome.

The consequences of Brexit or EU Exit are still feeding challenges and hurdles into the industry; with access to materials and parts becoming more restricted and costly to obtain, and with a significant reduction in available skilled workers. The aviation industry has been getting older year on year since 2000, but this trend is now accelerating and there are very real shortages in qualified and licensed professionals required to meet all the various regulatory requirements.

FINANCIAL REVIEW
The group turnover for the year gross of expenses recharged to aircraft owners amounted to £23,499,858.

Gross margin amounted to 8.9% compared to 5.2% in the previous year. The increase is mainly attributed to the two aircraft on the Penzance route being available for most of the year unlike 2023 when there were major availability and reliability issues.,

The group loss for the year after tax amounted to £266,864 after group management fees of £717,652. This is a major improvement compared to 2023 and the directors are confident the group will return to full profitability in 2025.

The group's net assets amounted to £3,741,837 at the year end after declaring a dividend of £nil for the year.


PHCO154 Limited (Registered number: 05953566)

Group Strategic Report
for the Year Ended 31 December 2024

FUTURE PLANS
The market conditions for Penzance Helicopter Service indicate that even with the necessary price increases made for 2025, there is still a capacity to increase the number of passengers flown by 60-70%. Starspeed is making plans to increase the number of aircraft available to meet this demand, with some of the capacity increasing during the 2025 summer season.

The diversification of services achieved through expansion of the MRO facility will improve services offered to existing clients, and strengthen our capability to attract new business in our key market sector of helicopter support for super yachts. The addition of the H145 simulator may open the door to further expansion and investment in the training market. Generally, the Starspeed entities are looking to bring more services 'in house' and to offer a wider range of these services to clients directly rather than via 3rd party suppliers.

ON BEHALF OF THE BOARD:





S Mitchell - Director


23 May 2025

PHCO154 Limited (Registered number: 05953566)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of helicopter management, charter and training. It also operates scheduled rotary wing services between Penzance and the isles of Scilly.

DIVIDENDS
The directors do not propose paying a final dividend for the year.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S Mitchell
P Hansen

Other changes in directors holding office are as follows:

S Jones - resigned 31 May 2024
M Casiraghi - appointed 29 January 2024 - resigned 6 November 2024
P Casiraghi - appointed 29 January 2024 - resigned 6 November 2024
N Luycx - appointed 31 May 2024

CONSOLIDATED ACCOUNTS
These accounts consolidate the results of the company's two wholly owned subsidiaries; Starspeed Limited and Starspeed Training Limited for the year to 31 December 2024.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 UK-adopted international accounting standards. 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PHCO154 Limited (Registered number: 05953566)

Report of the Directors
for the Year Ended 31 December 2024


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 group'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 group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





S Mitchell - Director


23 May 2025

Report of the Independent Auditors to the Members of
PHCO154 Limited

Opinion
We have audited the financial statements of PHCO154 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our 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 31 December 2024 and of the group's loss for the year then ended;
-the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
-the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and
-the financial statements 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 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 group's and 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 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 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.

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 Group 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 Group 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
PHCO154 Limited


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 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 by the parent company, or returns adequate for our 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 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 four, 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
PHCO154 Limited


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:

The objectives of our audit in respect of fraud are to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:
- we obtained an understanding of the legal and regulatory requirements applicable to the group.
- we obtained an understanding of how the group complies with these requirements through discussion with management and those charged with governance.
- we assessed the risk of material misstatement in the financial statements through discussions with management and those charged with governance.
- we enquired of management and those charged with governance of any known instances of non compliance with legal and regulatory requirements.
- based on this understanding, we designed specific and appropriate audit procedures to identify instances of non compliance to include discussions and obtaining additional corroborative evidence.

As part of the audit in accordance with ISAs (UK) we exercised professional judgement and scepticism throughout the audit. In addition, we also:

- identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, designed and performed audit procedures consistent with those risks and obtained sufficient and relevant audit evidence to support and provide a basis for our opinion. The risk of misstatement from fraud is invariably higher than one resulting from error as fraud may involve collusion or intentional omissions and misrepresentations to override the systems of internal control.
- obtained an understanding of the internal controls relevant to the audit and designed
audit procedures and tests that were appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group's internal controls.
- evaluated the appropriateness of the accounting policies used and the reasonableness of any accounting estimates and disclosures used and made by the directors.
- assessed the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether any material uncertainty existed that may have cast doubt on the group's ability to continue as a going concern.
- evaluated the overall presentation, structure and content of the financial statements including disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieved a fair presentation of the results for the period and the financial standing of the group at the period end.

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
PHCO154 Limited


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.




Aidan Smyth (Senior Statutory Auditor)
for and on behalf of Peter Hodgson & Co. Ltd. (Statutory Auditor)
Chartered Accountants
Shadwell House
65 Lower Green Road
Tunbridge Wells
Kent
TN4 8TW

23 May 2025

PHCO154 Limited (Registered number: 05953566)

Consolidated Statement of Profit or Loss
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

CONTINUING OPERATIONS
Revenue 3 23,499,858 25,796,958

Direct costs (21,402,245 ) (24,475,987 )
GROSS PROFIT 2,097,613 1,320,971

Other operating income 533,872 108,401
Administrative expenses (3,051,867 ) (3,063,128 )

Finance costs 5 (87,613 ) (4,628 )

Finance income 5 144,139 148,573
LOSS BEFORE INCOME TAX 6 (363,856 ) (1,489,811 )

Income tax 7 96,992 (70,114 )
LOSS FOR THE YEAR (266,864 ) (1,559,925 )
Loss attributable to:
Owners of the parent (266,864 ) (1,559,925 )

PHCO154 Limited (Registered number: 05953566)

Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 31 December 2024

2024 2023
£    £   

LOSS FOR THE YEAR (266,864 ) (1,559,925 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE LOSS FOR
THE YEAR

(266,864

)

(1,559,925

)

Total comprehensive loss attributable to:
Owners of the parent (266,864 ) (1,559,925 )

PHCO154 Limited (Registered number: 05953566)

Consolidated Statement of Financial Position
31 December 2024

2024 2023
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Property, plant and equipment 9 3,497,675 4,061,925
Right-of-use
Investments 10 - -
Trade and other receivables 11 6,683,743 6,640,388
10,181,418 10,702,313
CURRENT ASSETS
Trade and other receivables 11 4,369,437 3,518,159
Cash and cash equivalents 12 730,779 755,629
5,100,216 4,273,788
TOTAL ASSETS 15,281,634 14,976,101
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 13 2,400 2,400
Capital redemption reserve 14 720 720
Retained earnings 14 3,738,717 4,005,581
TOTAL EQUITY 3,741,837 4,008,701
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 15 692,823 346,693
Financial liabilities - borrowings
Lease liabilities 16, 17 1,145,721 1,683,365
Deferred tax 18 198,297 288,970
2,036,841 2,319,028
CURRENT LIABILITIES
Trade and other payables 15 8,965,287 8,135,988
Financial liabilities - borrowings
Lease liabilities 16, 17 537,669 512,384
9,502,956 8,648,372
TOTAL LIABILITIES 11,539,797 10,967,400
TOTAL EQUITY AND LIABILITIES 15,281,634 14,976,101


PHCO154 Limited (Registered number: 05953566)

Consolidated Statement of Financial Position - continued
31 December 2024


The financial statements were approved by the Board of Directors and authorised for issue on 23 May 2025 and were signed on its behalf by:





S Mitchell - Director


PHCO154 Limited (Registered number: 05953566)

Company Statement of Financial Position
31 December 2024

2024 2023
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Property, plant and equipment 9 - -
Right-of-use
Investments 10 984,875 984,875
984,875 984,875
CURRENT ASSETS
Trade and other receivables 11 644,332 644,332
TOTAL ASSETS 1,629,207 1,629,207
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 13 2,400 2,400
Capital redemption reserve 14 720 720
Retained earnings 14 981,755 981,755
TOTAL EQUITY 984,875 984,875
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 15 644,332 644,332
TOTAL LIABILITIES 644,332 644,332
TOTAL EQUITY AND LIABILITIES 1,629,207 1,629,207


The financial statements were approved by the Board of Directors and authorised for issue on 23 May 2025 and were signed on its behalf by:





S Mitchell - Director


PHCO154 Limited (Registered number: 05953566)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2023 2,400 5,565,506 720 5,568,626

Changes in equity
Total comprehensive loss - (1,559,925 ) - (1,559,925 )
Balance at 31 December 2023 2,400 4,005,581 720 4,008,701

Changes in equity
Total comprehensive loss - (266,864 ) - (266,864 )
Balance at 31 December 2024 2,400 3,738,717 720 3,741,837

PHCO154 Limited (Registered number: 05953566)

Company Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2023 2,400 981,755 720 984,875

Changes in equity
Balance at 31 December 2023 2,400 981,755 720 984,875

Changes in equity
Balance at 31 December 2024 2,400 981,755 720 984,875

PHCO154 Limited (Registered number: 05953566)

Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

2024 2023
£    £   
Cash flows from operating activities
Cash generated from operations 1 38,942 830,664
Interest paid (87,613 ) (4,628 )
Tax paid - (39,132 )
Taxation refund 102,332 -
Net cash from operating activities 53,661 786,904

Cash flows from investing activities
Purchase of tangible fixed assets (84,073 ) (1,819,538 )
Interest received 144,139 148,573
Net cash from investing activities 60,066 (1,670,965 )

Cash flows from financing activities
Bank loans advanced 346,130 -
Payment of lease liabilities (512,359 ) (335,576 )
Amount introduced by directors 71,007 -
Loans advanced to related parties (43,355 ) -
Loans repaid by related parties - (29,761 )
Equity dividends paid - (43,668 )
Net cash from financing activities (138,577 ) (409,005 )

Decrease in cash and cash equivalents (24,850 ) (1,293,066 )
Cash and cash equivalents at beginning of
year

2

755,629

2,048,695

Cash and cash equivalents at end of year 2 730,779 755,629

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
Loss before income tax (363,856 ) (1,489,811 )
Depreciation charges 648,323 588,531
IFRS 16 depreciation adjustments (591,044 ) (524,877 )
Finance costs 87,613 4,628
Finance income (144,139 ) (148,573 )
(363,103 ) (1,570,102 )
(Increase)/decrease in trade and other receivables (851,278 ) 1,591,813
Increase in trade and other payables 1,253,323 808,953
Cash generated from operations 38,942 830,664

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 730,779 755,629
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 755,629 2,048,695

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2024


1. STATUTORY INFORMATION

PHCO154 Limited 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 General Information page.

2. ACCOUNTING POLICIES

Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention and are presented in £Stg

Basis of consolidation
The consolidated accounts incorporate the financial statements of Starspeed Limited and Starspeed Training Limited, both of which are wholly owned. The company has the power to govern their financial and operating policies by virtue of its 100% shareholding in both entities.

All inter group balances and transactions are eliminated on consolidation.

Critical accounting judgements and key sources of estimation uncertainty
There are no critical accounting judgements or key sources of estimation uncertainty pertaining to these financial statements or matters that need to be brought to the attention of users of these accounts which have not already been disclosed.

Changes in accounting policies
There have been no changes in the accounting policies adopted by the group in either the current or previous year.

Revenue recognition
All income in the current and previous accounting period was from carrying out aircraft charter, pilotage, aircraft management and maintenance activities and training activities for clients under contract.

The group regards all contracts as point in time contracts under IFRS 15 and income is recognised in the accounts on that basis as required by the standard.

Revenue is measured at fair value or receivable and represents the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of the group's business, net of discounts, rebates and sales related taxes.

Revenue is recognised when the goods are delivered and the significant risks and rewards of ownership have passed to the customer.

Revenue is recognised with reference to the stage of completion provided that the amount of revenue and its related costs can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the company.

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

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Right of use assets - over the period of the lease and at varying rates on cost
Improvements to property - over the period of the lease
Plant and machinery - 25% on reducing balance and 4 to 20 years
Computer equipment - 25% on reducing balance

Property, plant and equipment are tangible assets that:

- are held for use in the production or supply of goods or services, for rental to others for administrative purposes; and

- are expected to be used for more than one period.

Items of property, plant and equipment are initially recognised at cost. Costs include all costs incurred to bring the asset to the condition necessary for it to be capable of operating in the manner intended by management.

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

Leases where the group has right of use and control of identifiable assets are treated as fixed assets and the obligation to pay the rentals under the lease are treated as leases payable as required by IFRS 16.

Rentals paid under leases where the group does not have control over the use of the underlying asset are charged through the income statement.

Financial instruments
Initial Measurement
Financial instruments are initially measured at the transaction price (this includes transaction cost except in the initial measurement of financial assets and liabilities that will be measured at fair value through profit or loss). If however the arrangement constitutes a financing transaction it is then measured at the present value of the future payments, discounted at a market related interest rate.

Trade and other receivables
Most sales are made on the basis of normal credit terms, and the receivables do not bear interest. Where credit is extended beyond normal credit terms, receivables are measured at amortised cost using the effective interest method. At the end of each reporting period, the carrying amounts of trade and other receivables are reviewed to determine whether there is any objective evidence that the amounts are not recoverable. If so, an impairment loss is recognised immediately in profit or loss.

Trade payables
Trade payables are obligations on the basis of normal credit terms and do not bear interest. Trade payables denominated in a foreign currency are translated into (currency) using the exchange rate at the reporting date. Foreign exchange gains or losses are included in other income or other expenses.

Bank loans and overdrafts
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Taxation
Current tax assets and liabilities
Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset, limited to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

Deferred Tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases (known as temporary differences). Deferred tax liabilities are recognised for all temporary differences that are expected to increase taxable profit in the future.
Deferred tax assets are recognised for all temporary differences that are expected to reduce taxable profit in the future, and any unused tax losses or unused tax credits, limited to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The net carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to reflect the current assessment of future taxable profits. Any adjustments are recognised in profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the taxable profit (tax loss) of the periods in which it expects the deferred tax asset to be realised or the deferred tax liability to be settled, on the basis of tax rates that have been enacted or substantively enacted by the end of the reporting period.

Tax Expense
Tax expense represents the sum of the tax currently payable and deferred tax movement for the current period. The tax currently payable is based on taxable profit for the year.

Impairment of assets
At each reporting date, the group assesses whether there is any indication that any asset may be impaired. If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset (or group of related assets) is
increased to the revised estimate of its recoverable amount but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset (group of related assets) in prior years.

A reversal of an impairment loss is recognised immediately in profit or loss, this does not apply to impairment losses allocated to goodwill, the reversal of which is prohibited by the standard.

Foreign currencies
Transactions in foreign currencies are translated to the functional currency of the group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising in retranslation are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Employee benefit costs
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

Provisions and contingencies
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event; it is probable that the company will be required to transfer economic benefits in settlement; and the amount of the obligation can be estimated reliably.

Provisions are measured at the present value of the amount expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks to a specific obligation. The increase in the provision due to the passage of time is recognised as interest expense.

Provisions are not recognised for future operating losses.

Contingent assets and contingent liabilities are not recognised.

Functional and presentational currency
The functional currencies used by the group are £ Stg, € Euro and $ USD.

The accounts are presented in £ Stg.

3. REVENUE

Segmental reporting
The group's turnover derived from the following market segments:

Aircraft charter - £323,579 (2023 - £258,277)

Pilotage - £8,682,840 (2023 - £9,816,883)

Contracts - £1,576,319 (2023 - £1,528,369)

Scheduled operations - £4,327,031 (2023 - £4,047,449)

Training - £720,499 (2023- £902,265)

Recharged costs - £7,869,590 (2023 - £9,216,715)

Total- £23,499,858 - (2023 - £25,796,958)


The group's turnover in respect of aircraft charter, pilotage, aircraft management and maintenance arose in the following geographic markets:

UK - £22,133,098 (94%)

Europe - £227,794 (1% )

US - £911,174 (4%)

Rest of World - £227,792 (1%)

Total - £23,499,858 - 100.00%

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

3. REVENUE - continued

Revenue from contracts with customers
All income in the current and previous accounting period was from carrying out aircraft charter, pilotage, aircraft management and maintenance activities and training activities for clients under contract.

The group regards all contracts as point in time contracts under IFRS 15 and income is recognised in the accounts on that basis as required by the standard.

Contract balances
Contract assets comprises trade receivables which amounted to:

31-12-2023 - £2,243,206

31-12-2024 - £2,572,367

Contract liabilities comprises trade payables which amounted to:

31-12-2023 - £4,305,688

31-12-2024 - £4,673,080

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 7,818,957 8,305,135
Social security costs 941,124 1,119,475
Other pension costs 320,556 382,130
9,080,637 9,806,740

The average number of employees during the year was as follows:
2024 2023

Directors 1 1
Operations and administration 96 106
97 107

The group paid 5% employer pension contributions for all eligible employees into the group workplace pension scheme.

The scheme is a defined contribution scheme and is managed by Legal & General Assurance Society Limited.

2024 2023
£    £   
Directors' remuneration 139,926 135,960

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Pension contributions made on behalf of one director in the year amounted to £6,495 (2023 : £6,296).

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

5. NET FINANCE INCOME
2024 2023
£    £   
Finance income:
Bank interest receivable 10,818 9,321
Other interest receivable 133,321 139,252
144,139 148,573
Finance costs:
Bank loan interest 86,560 -
Interest on corporation tax 1,053 4,628
87,613 4,628

Net finance income 56,526 143,945

6. LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:
2024 2023
£    £   
Depreciation - owned assets 648,323 588,531
Auditors' remuneration 9,745 9,000
Foreign exchange differences 75,132 52,176
Direct costs and client recharges 21,402,245 24,475,987

7. INCOME TAX

Analysis of tax (income)/expense
2024 2023
£    £   
Current tax:
Tax (6,319 ) (144,988 )

Deferred tax (90,673 ) 215,102
Total tax (income)/expense in consolidated statement of profit or loss (96,992 ) 70,114

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

7. INCOME TAX - continued

Factors affecting the tax expense
The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Loss before income tax (363,856 ) (1,489,811 )
Loss multiplied by the standard rate of corporation tax in the UK of 19 %
(2023 - 19 %)

(69,133

)

(283,064

)

Effects of:
Depreciation & capital allowances 58,575 (28,738 )
Losses carried back - 145,069
Right of use assets adjustment (124,285 ) (66,497 )
Tax losses carried forward 37,851 303,344
Tax (income)/expense (96,992 ) 70,114

8. PROFIT OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented as part of these financial statements. The parent company's profit for the financial year was £0 (2023 - £0).


9. PROPERTY, PLANT AND EQUIPMENT

Group
Right of Improvements
use to Plant and Computer
assets property machinery equipment Totals
£    £    £    £    £   
COST
At 1 January 2024 2,664,703 101,710 2,252,033 281,240 5,299,686
Additions - - 72,781 11,292 84,073
At 31 December 2024 2,664,703 101,710 2,324,814 292,532 5,383,759
DEPRECIATION
At 1 January 2024 574,090 101,710 334,117 227,844 1,237,761
Charge for year 591,044 - 37,231 20,048 648,323
At 31 December 2024 1,165,134 101,710 371,348 247,892 1,886,084
NET BOOK VALUE
At 31 December 2024 1,499,569 - 1,953,466 44,640 3,497,675
At 31 December 2023 2,090,613 - 1,917,916 53,396 4,061,925

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

9. PROPERTY, PLANT AND EQUIPMENT - continued

Group

Right of use assets comprise assets which are held under leases where the company has right of use and control of identifiable assets. Such assets are treated as fixed assets and the obligation to pay the rentals under the lease are treated as leases payable as required by IFRS 16.

The net book value of right of use assets comprises:

£203,455 - leased premises
£1,296,114 - leased aircraft

10. INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 984,875
NET BOOK VALUE
At 31 December 2024 984,875
At 31 December 2023 984,875

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Starspeed Limited
Registered office: West Entrance Fairoaks Airport, Chobham, Woking, Surrey, GU24 8HU
Nature of business: Helicopter charter, hire and maintenance
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 2,336,846 2,602,469
Loss for the year (265,623 ) (1,630,043 )

The company's investment in Starspeed Limited is stated at its original cost of £984,775. The directors consider the value of the subsidiary to be in excess of this amount.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

10. INVESTMENTS - continued

Company

Starspeed Training Limited
Registered office: Hangar J Site, Kemble Aerodrome, Gloucestershire, GL7 6BA
Nature of business: Helicopter flight training
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1,404,991 1,406,232
(Loss)/profit for the year (1,241 ) 70,118

The company's investment in Starspeed Training Limited is stated at its original cost of £100. The directors consider the value of the subsidiary to be in excess of this amount.

11. TRADE AND OTHER RECEIVABLES

Group Company
2024 2023 2024 2023
£    £    £    £   
Current:
Trade debtors 2,572,367 2,243,206 - -
Tax debtor - 33,094 - -
Other debtors & prepayments 1,797,070 1,241,859 644,332 644,332
4,369,437 3,518,159 644,332 644,332
Non-current:
Due from related parties 6,683,743 6,640,388 - -

Aggregate amounts 11,053,180 10,158,547 644,332 644,332

Related loan balances comprise the following:

£3,976,571 - ExecuJet Aviation Group
£1,117,078 - Luxaviation Group
£1,590,094 - Business Aviation Training Solutions Limited

The related party loan balances with ExecuJet Aviation Group and Luxaviation Group both attract interest at 2.75%. per annum and the accrued interest to the year end amounted to £797,236..

The loans were for a period of three years starting in September 2017 and were initially in the sum of £2.6m and the facility was increased to £3.6m in August 2018. The loans may be terminated by either party by giving 12 months notice and are therefore treated as repayable after more than one year for accounts disclosure purposes.

The loan balance with Business Aviation Training Solutions Limited is non interest bearing.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

12. CASH AND CASH EQUIVALENTS

Group
2024 2023
£    £   
Bank accounts 730,779 755,629

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
240,000 Ordinary 1p 2,400 2,400

14. RESERVES

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 January 2024 4,005,581 720 4,006,301
Deficit for the year (266,864 ) (266,864 )
At 31 December 2024 3,738,717 720 3,739,437

Company
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 January 2024 981,755 720 982,475
Profit for the year - -
At 31 December 2024 981,755 720 982,475


PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

15. TRADE AND OTHER PAYABLES

Group Company
2024 2023 2024 2023
£    £    £    £   
Current:
Trade creditors 4,673,080 4,305,688 - -
Social security and other taxes 254,691 326,299 - -
Proposed dividends 644,332 644,332 644,332 644,332
Other creditors - deposits 198,357 153,825 - -
Deferred income 1,749,134 1,525,138 - -
Accrued expenses 895,206 767,693 - -
Directors' current accounts 71,007 - - -
VAT 479,480 413,013 - -
8,965,287 8,135,988 644,332 644,332
Non-current:
Bank loans 692,823 346,693 - -
692,823 346,693 - -

Aggregate amounts 9,658,110 8,482,681 644,332 644,332

16. FINANCIAL LIABILITIES - BORROWINGS

Group
2024 2023
£    £   
Current:
Leases (see note 17) 537,669 512,384

Non-current:
Leases (see note 17) 1,145,721 1,683,365


Terms and debt repayment schedule

Group

1 year or
less 1-2 years 2-5 years Totals
£    £    £    £   
Leases 537,669 431,480 714,241 1,683,390

17. LEASING - RIGHT OF USE ASSETS

Leases arise in connection with right of use assets under IFRS 16.

Where the group has right of use and control of identifiable assets, they are treated as fixed assets and the obligation to pay the rentals under the lease are treated as leases payable as required by IFRS 16.

Lease liabilities net of interest in respect of right of use assets due within one year amount to £512,384 and £1,683,365 are due after more than one year.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

18. DEFERRED TAX

Group
2024 2023
£    £   
Balance at 1 January 288,970 73,868
Accelerated capital allowances (90,673 ) 215,102
Balance at 31 December 198,297 288,970

19. ULTIMATE PARENT COMPANY

PHCO154 Limited is owned by ExecuJet Aviation Group (51%), Luxaviation Investments SA (29%) and EOLA Sarl (20%).

The ultimate controlling party is Luxaviation Holding Company which is based in Luxembourg.

20. CAPITAL COMMITMENTS
2024 2023
£    £   
Contracted but not provided for in the
financial statements - -

21. GROUP TRANSACTIONS & BALANCES

At the year end, the company owed dividends of £644,332 to its immediate holding company PHCO154 Limited.

At the year end, the company owed £282,640 to Starspeed Training Limited in respect of ongoing trading transactions.

The net trading between group companies (purchases by Starspeed Limited from Starspeed Training Limited) amounted to £402,883 during the year.

At the year end, the company was owed £206,931 by way of loan advances to Starspeed Training Limited, interest charged in the year amounted £21,248.

All group trading items and balances have been eliminated on consolidation.

22. RELATED PARTY TRANSACTIONS

Related loan balances comprise the following:

£3,976,571 - ExecuJet Aviation Group
£1,117,078 - Luxaviation Group
£1,590,094 - Business Aviation Training Solutions Limited

The related party loan balances with ExecuJet Aviation Group and Luxaviation Group both attract interest at 2.75%. per annum and the accrued interest to the year end amounted to £797,236..

The loans were for a period of three years starting in September 2017 and were initially in the sum of £2.6m and the facility was increased to £3.6m in August 2018. The loans may be terminated by either party by giving 12 months notice and are therefore treated as repayable after more than one year for accounts disclosure purposes.

The loan balance with Business Aviation Training Solutions Limited is non interest bearing.

The group paid management fees of £717,652 to Luxaviation group companies during the year.

PHCO154 Limited (Registered number: 05953566)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

23. POST BALANCE SHEET EVENTS

There are no events which occurred after the date of these financial statements and the date of approval by the directors which require either adjustment or disclosure in these financial statements.

24. CONTINGENT LIABILITY

The group provides pilots with £150,000 worth of insurance cover in the event that they lose their licence to operate aircraft.

For pilots in the 40-60 age group the company insures £100,000 worth of cover with a third party insurer and effectively self insures the balance. In the event that a pilot in that age group lost their license, the group would be liable to pay £50,000 per pilot.

25. LOAN ADVANCES BY DIRECTORS

S Mitchell advanced the company £70,000 in Sep 2024.

Interest accrued on the loan at the year end amounted to £1,007.

The loan has now been repaid.