| REGISTERED NUMBER: |
| PHL HORIZON LTD |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| REGISTERED NUMBER: |
| PHL HORIZON LTD |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Income Statement | 7 |
| Other Comprehensive Income | 8 |
| Balance Sheet | 9 |
| Statement of Changes in Equity | 10 |
| Notes to the Financial Statements | 11 |
| PHL HORIZON LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Fryern House |
| 125 Winchester Road |
| Chandlers Ford |
| Hampshire |
| SO53 2DR |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their strategic report for the year ended 30 September 2024. |
| REVIEW OF BUSINESS |
| The company is a holding company and does not trade. The only changes to the balance sheet in the year relates to the movement in inter-group loans between entities within the group. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| As the company does not trade there are not considered to be any principal risks and uncertainties. |
| KEY PERFORMANCE INDICATORS |
| Net assets is considered to be the sole key performance indicator relevant to the company and has remained the same as the previous year at £2,465,284. |
| ON BEHALF OF THE BOARD: |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 30 September 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 September 2024. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
| FINANCIAL INSTRUMENTS RISKS |
| The only financial instruments relate to inter-company balances. The directors do not consider there to be any risk in relation to inter-company balances which are monitored by the group. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Rothmans Audit LLP, were appointed during the year. They will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PHL HORIZON LTD |
| Opinion |
| We have audited the financial statements of PHL Horizon Ltd (the 'company') for the year ended 30 September 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 30 September 2024; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PHL HORIZON LTD |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| 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. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Company. The key laws and regulations we considered in this context include the UK Companies Act. |
| Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as management override of controls. Audit procedures were designed to ensure all of the risks were addressed. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| o | enquiring of management as to actual and potential litigation and claims; and |
| o | reviewing any correspondence with regulators and the Company's legal advisors. |
| To address the risk of fraud through management bias and override of controls, we: |
| o | performed analytical procedures to identify any unusual or unexpected relationships; |
| o | tested journal entries to identify unusual transactions and bias. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non- compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Other matters which we are required to address |
| In the previous accounting period the directors of the company took advantage of the audit exemption under s480 of the Companies Act 2006. Therefore the prior period financial statements were not subject to audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PHL HORIZON LTD |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| Fryern House |
| 125 Winchester Road |
| Chandlers Ford |
| Hampshire |
| SO53 2DR |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| OPERATING PROFIT and |
| PROFIT BEFORE TAXATION |
| Tax on profit | 5 |
| PROFIT FOR THE FINANCIAL YEAR |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| BALANCE SHEET |
| 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Investments | 6 |
| CURRENT ASSETS |
| Debtors | 7 |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Other reserves | 10 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1 October 2022 |
| Changes in equity |
| Balance at 30 September 2023 |
| Changes in equity |
| Balance at 30 September 2024 |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | COMPANY INFORMATION |
| PHL Horizon Ltd was incorporated on 17 February 2022 under the Companies Act 2006, as a private limited company, registered in England and Wales. The principal activity of the company is that of a holding company. The registered office address is Onyx, 12 Little Park Farm Road, Segensworth Roundabout, West Fareham, PO15 5TD. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The presentation currency is £ sterling. |
| Going concern |
| The financial statements have been prepared on the going concern basis. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 3.17(d); |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
| • | the requirement of paragraph 33.7. |
| Significant judgements and estimates |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
| The directors do not consider there to be any significant judgements or estimates. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Consolidated financial statements |
| The financial statements contain information about PHL Horizon Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in EEA group accounts of a larger group. |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 30 September 2024 nor for the year ended 30 September 2023. |
| The average number of employees during the year was NIL (2023 - NIL). |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| 4. | OPERATING PROFIT |
| Fees for the audit of the company amounting to £1,500 (2023: £Nil) were borne by Partnering Health Limited. |
| 5. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 30 September 2024 nor for the year ended 30 September 2023. |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Onyx, 12 Little Park Farm Road, Segensworth Roundabout, West Fareham, PO15 5TD |
| Nature of business: |
| % |
| Class of shares: | holding |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group undertakings |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| PHL HORIZON LTD (REGISTERED NUMBER: 13923047) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £0.01 | 32,422 | 32,422 |
| The ordinary shares have attached to them full voting, dividend rights and rights on winding up. |
| 10. | RESERVES |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 1 October 2023 | 2,432,862 |
| Profit for the year |
| At 30 September 2024 | 2,432,862 |
| Retained earnings represent accumulated profits and losses to date. |
| The other reserve relates to the issuance of shares for consideration for the purchase of its subsidiary company. |
| 11. | CONTINGENT LIABILITIES |
| The company has a cross guarantee with its group company, PHL Group Midco Limited, in favour of MNL Nominees Limited to guarantee its loan notes. The total indebtedness at the balance sheet date is £8,127,693 (2023: £7,508,733). |
| The company has a cross guarantee with its group company, PHL Group Midco Limited, in favour of Dr Timothy Wright to guarantee his loan notes. The total indebtedness at the balance sheet date is £912,398 (2023: £Nil). |
| The company has a cross guarantee with its group company, PHL Group Midco Limited, in favour of Clive Boothby, Kenneth Patrick and Elizabeth Preston to guarantee their loan notes. The total indebtedness at the balance sheet date is £4,613,681 (2023: £Nil). |
| The company has a cross guarantee with its group company, PHL Group Finance Limited, in favour of TC Loans Limited to guarantee its loan. The total indebtedness at the balance sheet date is £13,000,000 (2023: £13,000,000). |
| 12. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| 13. | POST BALANCE SHEET EVENTS |
| Post year end the company both received and declared a dividend of £6,189,875. |
| 14. | ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY |
| The immediate parent company is PHL Group Finance Limited, a company registered in England & Wales. The ultimate parent company is PHL Group Holdco Limited, a company registered in England & Wales. |
| The largest and smallest group in which the results of the company are consolidated is that headed by PHL Group Holdco Limited. Copies of these accounts are available to the public and may be obtained from the Registrar of Companies. |
| The directors do not consider there to be an ultimate controlling party. |