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REGISTERED NUMBER: 13920184 (England and Wales)















PHL GROUP MIDCO LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024






PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

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 5

Income Statement 8

Other Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


PHL GROUP MIDCO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 SEPTEMBER 2024







DIRECTORS: R S Brand
T S Wright
E G Fichardt
G Paul-Florence





REGISTERED OFFICE: Onyx
12 Little Park Farm Road
Segensworth Roundabout
West Fareham
Hampshire
PO15 5TD





REGISTERED NUMBER: 13920184 (England and Wales)





AUDITORS: Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

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 holds loan notes and an investment in a group company. During the year the company has incurred interest on the loan. The company has incurred a loss in the year of £769,432 (2023: £571,845).

PRINCIPAL RISKS AND UNCERTAINTIES
The company's principal risks and uncertainties relate to changes in interest rates affecting the loan notes in place. This is managed by the constant monitoring of market conditions to assess the impact of possible changes in rates.

KEY PERFORMANCE INDICATORS
Due to the nature of the company's activities, the directors don't consider there to be any key performance indicators.

ON BEHALF OF THE BOARD:





R S Brand - Director


14 May 2025

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

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.

R S Brand
T S Wright
E G Fichardt

Other changes in directors holding office are as follows:

G Paul-Florence was appointed as a director after 30 September 2024 but prior to the date of this report.

P A Wittet ceased to be a director after 30 September 2024 but prior to the date of this report.

FINANCIAL INSTRUMENTS RISKS
Interest rate risk is considered to be the only financial risk arising. The company constantly reviews financial performance by monitoring levels of debt finance and related finance costs.

The company's principal financial instruments comprise inter-company balances and loan notes. The risks applicable to the financial instruments are managed by the company.

The loans notes are impacted by changes to UK base rate. Interest rate risk is managed by the close monitoring of market conditions and forecasts from relevant economic institutions, and use of financial scenario modelling to understand the impact of possible changes in rates.

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.

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2024


AUDITORS
The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





R S Brand - Director


14 May 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PHL GROUP MIDCO LIMITED


Opinion
We have audited the financial statements of PHL Group Midco Limited (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 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

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

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 GROUP MIDCO LIMITED


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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PHL GROUP MIDCO 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.




Kevin Richards ACA FCCA (Senior Statutory Auditor)
for and on behalf of Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

14 May 2025

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024 2023
Notes £ £

TURNOVER - -
OPERATING PROFIT 4 - -


Interest payable and similar expenses 5 769,432 571,845
LOSS BEFORE TAXATION (769,432 ) (571,845 )

Tax on loss 6 - -
LOSS FOR THE FINANCIAL YEAR (769,432 ) (571,845 )

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024 2023
Notes £ £

LOSS FOR THE YEAR (769,432 ) (571,845 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(769,432

)

(571,845

)

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

BALANCE SHEET
30 SEPTEMBER 2024

2024 2023
Notes £ £ £
FIXED ASSETS
Investments 7 1 1

CURRENT ASSETS
Debtors 8 17,117,782 11,725,871

CREDITORS
Amounts falling due within one year 9 4,873,320 4,856,871
NET CURRENT ASSETS 12,244,462 6,869,000
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,244,463

6,869,001

CREDITORS
Amounts falling due after more than one
year

10

13,653,195

7,508,301
NET LIABILITIES (1,408,732 ) (639,300 )

CAPITAL AND RESERVES
Called up share capital 13 1 1
Retained earnings 14 (1,408,733 ) (639,301 )
SHAREHOLDERS' FUNDS (1,408,732 ) (639,300 )

The financial statements were approved by the Board of Directors and authorised for issue on 14 May 2025 and were signed on its behalf by:





R S Brand - Director


PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 October 2022 1 (67,456 ) (67,455 )

Changes in equity
Total comprehensive income - (571,845 ) (571,845 )
Balance at 30 September 2023 1 (639,301 ) (639,300 )

Changes in equity
Total comprehensive income - (769,432 ) (769,432 )
Balance at 30 September 2024 1 (1,408,733 ) (1,408,732 )

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024


1. STATUTORY INFORMATION

PHL Group Midco Limited was incorporated on 16 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 and investment company. The registered address is Onyx, 12 Little Park Farm Road, Segensworth Roundabout, West Fareham, PO15 5TD.

2. ACCOUNTING POLICIES

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

The presentation currency is £ sterling.

Going concern
The company is reliant on the continued support of its fellow group companies which have confirmed their continuing support for a period of at least 12 months from the date of signing the accounts. The directors have therefore prepared the accounts on a 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.

Financial instruments
Basic financial instruments are measured at amortised 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.

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024


2. ACCOUNTING POLICIES - continued

Finance costs
Finance costs are charged to the Income Statement over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

Consolidated financial statements
The financial statements contain information about PHL Group Midco Limited 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 the EEA group accounts of a larger group.

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 £3,250 (2023: £3,000) were borne by Partnering Health Limited.

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Interest payable 769,432 571,845

6. 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.

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

2024 2023
£ £
Loss before tax (769,432 ) (571,845 )
Loss multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 22.010%)

(192,358

)

(125,863

)

Effects of:
Group relief 192,358 125,863
Total tax charge - -

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024


7. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£
COST
At 1 October 2023
and 30 September 2024 1
NET BOOK VALUE
At 30 September 2024 1
At 30 September 2023 1

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

PHL Group Finance Limited
Registered office: Onyx, 12 Little Park Farm Road, Segensworth Roundabout, West Fareham, PO15 5TD
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Amounts owed by group undertakings 17,117,782 11,725,871

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Amounts owed to group undertakings 4,873,320 4,856,871

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£ £
Other loans (see note 11) 13,653,195 7,508,301

£8,127,291 of the loan notes are due for repayment in full on 14 November 2027. Interest accrues on the loan notes at a rate of 8% per annum.

£912,223 of the loan notes are due for repayment in full on 14 November 2027. Interest accrues on the loan notes at the higher of 10% or 5% above base rate.

£4,613,681 of the loan notes are due for repayment in full on 14 November 2027. Interest accrues on the loan notes at a rate of 12% per annum.

11. LOANS

An analysis of the maturity of loans is given below:

2024 2023
£ £
Amounts falling due between two and five years:
Loan notes 2-5 years 13,653,195 7,508,301

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024


12. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£ £
Loan notes 13,653,195 7,508,301

The loan notes are secured by a fixed and floating charge over all the assets of the company and are guaranteed by other group companies.

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
1 Ordinary £1 1 1

The ordinary shares have attached to them full voting, dividend rights and rights on winding up.

14. RESERVES
Retained
earnings
£

At 1 October 2023 (639,301 )
Deficit for the year (769,432 )
At 30 September 2024 (1,408,733 )

Retained earnings represent accumulated profits and losses to date.

15. CONTINGENT LIABILITIES

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).

16. RELATED PARTY DISCLOSURES

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

During the period the company issued loan notes to a director of the company. The total amount owed at the period end, inclusive of interest accrued, is £912,223 (2023: £Nil) and is included within 'Creditors: Amounts falling due after more than one year'. Interest is charged at the higher of 10% or 5% above base rate. The total amount of interest charged in the period is £21,489 (2023: £Nil). The loan note is due for repayment in full on 14 November 2027.

17. POST BALANCE SHEET EVENTS

Post year end the company received a dividend of £1,963,596 and declared a dividend of £500,000.

PHL GROUP MIDCO LIMITED (REGISTERED NUMBER: 13920184)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024


18. ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent company is PHL Group Holdco Limited, a company incorporated 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 any individual who has ultimate control.