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REGISTERED NUMBER: 13917258 (England and Wales)















PHL GROUP HOLDCO LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024






PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 9

Consolidated Income Statement 12

Consolidated Other Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Cash Flow Statement 19

Notes to the Consolidated Financial Statements 20


PHL GROUP HOLDCO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 SEPTEMBER 2024







DIRECTORS: Mr R S Brand
Dr T S Wright
Mr A Ahmed
Mr N McCausland
Mr E G Fichardt
Mr K Patrick
Mr G Paul-Florence





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





REGISTERED NUMBER: 13917258 (England and Wales)





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

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024


The directors present their strategic report of the company and the group for the year ended 30 September 2024.

REVIEW OF BUSINESS
The year ending September 2024 presented both challenges and opportunities for the Group, the challenges being linked to a downturn in the insourcing market, predominantly due to a changing political landscape and less certainty around NHS budgets across all territories. The opportunities came following the work we did in the prior year to create a growth platform in our Healthcare Division, leading us to experience significant revenue, EBITDA and geographical expansion from this part of the business.

Our plans to move from being a regional provider to a nationally recognised healthcare company are now bearing real fruit and we continue to grow our footprint across all service lines across the UK. We can now confidently say we have achieved this strategic objective.

We have maintained and enhanced the quality of care which we provide and continue to be regarded by the Care Quality Commission (CQC) as a 'dynamic organisation' with 'strong governance and an open culture'. We have obtained a rating of 'Outstanding' for one of our services, the first to be inspected under the new assessment regime and the first time our highly invested clinical quality and governance model has been assessed by the CQC.

This year was made achievable due to the hard work and dedication of hundreds of hardworking and dedicated people, working tirelessly across a range of projects and services while relying upon everybody's strength and resolve.

PRINCIPAL RISKS AND UNCERTAINTIES
Based on the Group's activities operating as a healthcare provider in the UK, we recognise the significance of identifying and addressing principal risks and uncertainties inherent in our operations. Our strategic approach to risk management encompasses both financial and non-financial aspects, ensuring resilience and sustainability in an ever-evolving healthcare landscape.

Regulatory Compliance and Policy Changes
One of the primary risks we face relates to compliance with regulatory requirements and adapting to changes in healthcare policies. The healthcare sector in the UK is subject to frequent regulatory updates and policy reforms which may impact our operations, reimbursement rates and service delivery standards. Failure to comply with regulatory standards or anticipate policy changes could lead to legal ramifications, reputational damage and operational disruptions.

Clinical Governance and Patient Safety
Ensuring the highest standards of clinical governance and patient safety is fundamental to our mission. However, clinical risks such as medical errors, infection control and adverse patient outcomes pose significant challenges. Maintaining robust quality assurance processes, investing in staff training and development, and fostering a culture of continuous improvement are essential in mitigating these risks and safeguarding patient welfare.

Information Security and Data Privacy
With the increasing digitisation of healthcare services, safeguarding sensitive patient information and maintaining data privacy are paramount. Cybersecurity threats, data breaches and regulatory non-compliance pose significant risks to our operations and reputation. Implementing robust information security protocols, conducting regular audits and staying abreast of data protection regulations are essential in mitigating these risks and preserving patient trust.

Financial Sustainability and Funding Pressures
Financial sustainability is a key concern for healthcare providers amid rising costs, budget constraints and funding pressures. Fluctuations in government funding, changes in reimbursement mechanisms and shifts in patient demographics can impact our revenue streams and cost base significantly. Adopting prudent financial management practices, diversifying revenue sources and exploring cost-saving initiatives are essential in mitigating financial risks and ensuring long-term sustainability.

Navigating the complex landscape of risks and uncertainties in the healthcare sector requires a proactive and integrated approach. By identifying, assessing and effectively managing these principal risks, we can safeguard our operations, enhance patient outcomes and position ourselves for long-term success in the UK healthcare market.


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

SECTION 172(1) STATEMENT
The Group recognises the importance of delivering effective corporate governance in supporting the long-term success and sustainability of its business. The members of the Board bring a wide range of experience when making decisions.

The Board meets a minimum of 10 times a year. These meetings are supplemented by regular Healthcare review meetings, weekly Governance safety calls, weekly performance meetings and weekly ELT (Executive Leadership Team) meetings, which provide timely and detailed information in support of the Boards's decision making.

When making decisions, each Director ensures that he/she acts in the way he/she considers in good faith, would most likely promote the Group's success and in doing so having regard (amongst other matters) to the following:

o The likely consequences of any decision in the long-term

The Directors understand the business of the Group and the environment in which it operates allowing informed
decision making and challenge to be undertaken in line with Group's strategy.

o The interests of the Group's employees



The Directors recognise the employees throughout the business are fundamental and core to the Group's
strategy and values. The Directors consider creating and maintaining safe working environments and practices
as a prime objective. The Group is committed to embracing diversity as well as fostering and actively
encouraging a culture of respect and inclusion.

o The need to foster the Group's business relationships with suppliers, customers, and others

Delivering the strategy requires working in partnership across both public and private sector suppliers and
customers and each entity promotes respectful and supportive working practices with all stakeholders.

o The impact of the Group's operations on the community and the environment



The Directors periodically review and approve governance standards, business procedures and policies to
ensure that high standards are maintained both within the Group and the business relations it maintains. This,
complemented by the way the Board is informed and monitors compliance, assures the Group always acts in a
manner that promotes high standards of business conduct and patient care.

o The need to act fairly as between members of the Group




The Board will prioritise transparent communication, equitable decision-making, and inclusive policies to
consider the interests of shareholders, employees, customers, suppliers, and the community. We will establish
clear procedures to prevent conflicts of interest and ensure fair transactions within the Group. Engaging
stakeholders and incorporating their feedback will be integral to our commitment to fostering trust and long-term
value for all.

KEY PERFORMANCE INDICATORS - FINANCIAL
Our key financial performance indicators for the Group are shown below:

Year ended Year ended
30/9/24 30/9/23
£ £

Turnover 31,674,868 42,369,290
EBITDA 1,171,980 2,694,601


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

KEY PERFORMANCE INDICATORS - NON-FINANCIAL
Our key non-financial performance indicators for the Group are shown below:

Year ended Year ended
30/09/24 30/09/23

Employee turnover (target < 10%) 2.39% 2.44%
Patient feedback (target > 95%) 95% 89%
Clinical rota-fill (target > 90%) 94% 90%
KPIs met (for significant contracts) (target > 90%) 86% 82%

ON BEHALF OF THE BOARD:





Mr R S Brand - Director


14 May 2025

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 30 September 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30 September 2024.

RESEARCH AND DEVELOPMENT
We maintain that innovation is at the core of what we do, and while in previous years the Group's focus on research and development has focused on the development of technical solutions linked to monitoring health and wellbeing, this year we have focused on knitting together established technologies to support efficient and effective healthcare service delivery, across our services lines. We completed development and deployed our bespoke insourcing management system 'PRISM', which has increased operational, compliance and financial effectiveness.

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.

Mr R S Brand
Dr T S Wright
Mr A Ahmed
Mr N McCausland
Mr E G Fichardt

Other changes in directors holding office are as follows:

Mr K Patrick - appointed 5 July 2024

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

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

FINANCIAL INSTRUMENTS RISKS
The Group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Group constantly reviews financial performance by monitoring levels of debt finance and related finance costs.

The Group's principal financial instruments comprise trade debtors, trade creditors, bank balances, loan notes, other loans and hire purchase agreements. The risks applicable to the financial instruments are managed by the Group.

Liquidity risk is managed by the close control of cash balances, debtors and creditors. Trade debtors are managed in respect of credit and cashflow risk concerning the credit offered to customers and regular monitoring of both amounts outstanding and credit limits.

Loans 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 financial scenario modelling to understand the impact of possible changes to rates.


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

FUTURE DEVELOPMENTS
2024 has like years before, been founded on our vision and values, which we took the opportunity to refresh along with our expanded team of people, across our divisions, as planned. This led to the creation of a new set of values which were shared across all parts of the organisation; and are:

o Truly Care
o Team First
o Pioneering Innovation
o Caring, Accountability, Respect, Efficiency, Teamwork & Fun

Our Vision remains to be an innovative healthcare provider, respected for providing a range of the highest quality care solutions.

Our Mission is to enable people to remain well, or to receive the best possible health and social care via the provision of high-quality healthcare services.

Furthermore, we continue to forge strong partnerships with healthcare providers and commissioners.

Our Group continues to be a well-respected provider of healthcare, and having further established our expanded footprint this year, we continue to grow our profile and offer our services across the British Isles, ensuring our customers, service users and regulators remain satisfied that we are the best solution for their needs and will do so by not only living our values, but building upon the core pillars of our success which are:

1. Our People
2. Our Patients
3. Our Performance

Our customers and regulators continue to support our business and operations and it is through that support we will continue to strive to be the best we can be, to develop on their behalf and innovate for our combined future.

The Directors remain confident in the Group's financial position moving into 2024/25.

EMPLOYMENT OF DISABLED PERSONS
The Group are committed to developing healthcare services which are personal, fair and diverse. We are keen to ensure that our services make a difference to individual lives and to ensure that the services we provide do so inclusively. We are committed to ensuring that our approach to our employees and potential employees is the same as our approach to our service users being open, honest and transparent, focused and based on our values.

The Group recognises that unfair discrimination of any form and victimisation is unacceptable and unlawful. It is in the interests of the organisation and its employees to utilise the skills of the total workforce. The Group does ensure that no employee, worker, contractor or job applicant receives less favourable facilities or treatment (either directly or indirectly) in recruitment, employment or engagement on grounds of age, disability, gender/gender reassignment, marriage/civil partnership, pregnancy/maternity, race, religion or belief, sex, or sexual orientation.

The Group is committed to improving access to our premises and services by removing physical and other barriers experienced by our service users, this includes digital access.

EMPLOYEE ENGAGEMENT STATEMENT
Our people are at the heart of our business. They play an integral role in fulfilling our commitment to our patients. We have approximately 450 employees working throughout the UK, and Guernsey. This is complemented with a host of self-employed, bank and contract workers, reaching as far as 2,000 specialist healthcare professionals.

Our HR Strategy is designed to support the future growth of the organisation and maintain stability within the workforce. We will have appropriately trained and experienced employees whilst recognising and developing our high performers. We will be an employer of choice through listening to and acting upon employee feedback, and appropriately rewarding and recognising our employees for demonstrating behaviours in accordance with our core. Our attraction strategies and infrastructure support and promote a diverse and inclusive workforce.

Investment in learning and development is considered according to the job role, discussion with line managers on career growth and return on investment to the organisation. We utilise the apprenticeship levy within England and have close partnerships with local providers.


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
We prioritise the cultivation of robust relationships with both our suppliers and customers. Our approach to engagement emphasises transparency, collaboration, and mutual benefit.

With our suppliers, we have fostered partnerships built on trust and reliability. Through regular communication and feedback mechanisms, we ensure alignment with our values and quality standards. This collaborative approach extends beyond the transactional into strategic cooperation, enabling us to anticipate and address supply chain challenges effectively.

Similarly, our interaction with customers is characterised by a commitment to understanding and fulfilling their needs. We actively seek feedback through various channels, including surveys and direct communication, to continuously improve our services and tailor solutions to meet evolving demands in a dynamic market. By prioritising responsiveness and personalised care, we aim to build lasting relationships based on trust and satisfaction.

Through these efforts, we continue to strengthen our position as a trusted partner in the healthcare market, fostering collaborative relationships that drive mutual success and contribute to the well-being of our stakeholders.

THIRD PARTY INDEMNITIES
Qualifying third party indemnity provisions for the benefit of the directors were in force during the year under review and remain in force as at the date of approval of the financial statements.

STREAMLINED ENERGY AND CARBON REPORTING
No company within the Group is required to comply with the requirements, therefore the Group as a whole is exempt from the disclosure requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 7, Part 7.

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 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 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;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
- 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.

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 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 group's auditors are aware of that information.

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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:





Mr R S Brand - Director


14 May 2025

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


Opinion
We have audited the financial statements of PHL Group Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2024 and of the group's 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 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
PHL GROUP HOLDCO 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 seven, 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.

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 Group operates in, focusing on those laws and regulations that had a direct effect on the Group's Financial Statements or that had a fundamental effect of the operations of the Group. The key laws and regulations we considered in this context included the UK Companies Act and the Care Quality Commission (CQC) regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Group Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue. 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:

- enquiring of management as to actual and potential litigation and claims; and
- reviewing any correspondence with regulators and the Group's legal advisors; and
- reviewing reports from CQC inspections and action plans.

To address the risk of fraud through management bias and override of controls, we;

- performed analytical procedures to identify any unusual or unexpected relationships; and
- 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 HOLDCO 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 HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024 2023
Notes £ £ £

TURNOVER 3 31,674,868 42,369,290

Cost of sales 18,976,486 27,338,679
GROSS PROFIT 12,698,382 15,030,611

Administrative expenses 14,539,244 16,525,391
(1,840,862 ) (1,494,780 )

Other operating income - 26,463
OPERATING LOSS (1,840,862 ) (1,468,317 )

Interest receivable and similar income 51,226 14,125
Other finance income 21 24,000 18,000
75,226 32,125
(1,765,636 ) (1,436,192 )

Interest payable and similar expenses 5 2,569,871 1,844,457
LOSS BEFORE TAXATION 6 (4,335,507 ) (3,280,649 )

Tax on loss 7 92,119 (134,289 )
LOSS FOR THE FINANCIAL YEAR (4,427,626 ) (3,146,360 )
Loss attributable to:
Owners of the parent (4,427,626 ) (3,146,360 )

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024 2023
Notes £ £

LOSS FOR THE YEAR (4,427,626 ) (3,146,360 )


OTHER COMPREHENSIVE INCOME
Actuarial gains/(losses) 97,000 (49,000 )
Income tax relating to other comprehensive
income

(52,250

)

(31,500

)
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

44,750

(80,500

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(4,382,876

)

(3,226,860

)

Total comprehensive income attributable to:
Owners of the parent (4,382,876 ) (3,226,860 )

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED BALANCE SHEET
30 SEPTEMBER 2024

2024 2023
Notes £ £ £
FIXED ASSETS
Intangible assets 9 22,976,808 25,368,379
Tangible assets 10 406,206 391,175
Investments 11 - -
23,383,014 25,759,554

CURRENT ASSETS
Stocks 12 106,202 109,683
Debtors 13 4,680,062 4,670,824
Cash at bank and in hand 771,010 1,813,771
5,557,274 6,594,278
CREDITORS
Amounts falling due within one year 14 5,923,740 11,144,887
NET CURRENT LIABILITIES (366,466 ) (4,550,609 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

23,016,548

21,208,945

CREDITORS
Amounts falling due after more than one
year

15

(26,402,829

)

(20,171,351

)

PROVISIONS FOR LIABILITIES 19 (287,836 ) (147,503 )

PENSION ASSET 22 614,000 405,000
NET (LIABILITIES)/ASSETS (3,060,117 ) 1,295,091

CAPITAL AND RESERVES
Called up share capital 20 110,522 82,854
Other reserves 21 4,826,307 4,826,307
Retained earnings 21 (7,996,946 ) (3,614,070 )
SHAREHOLDERS' FUNDS (3,060,117 ) 1,295,091

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:





Mr R S Brand - Director


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

COMPANY BALANCE SHEET
30 SEPTEMBER 2024

2024 2023
Notes £ £ £
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 1 1
1 1

CURRENT ASSETS
Debtors 13 4,938,786 4,910,628

CREDITORS
Amounts falling due within one year 14 1,958 1,468
NET CURRENT ASSETS 4,936,828 4,909,160
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,936,829

4,909,161

CAPITAL AND RESERVES
Called up share capital 20 110,522 82,854
Other reserves 21 4,826,307 4,826,307
SHAREHOLDERS' FUNDS 4,936,829 4,909,161

Company's profit for the financial year - -

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:





Mr R S Brand - Director


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED 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 77,004 (387,210 ) 4,826,307 4,516,101

Changes in equity
Issue of share capital 7,317 - - 7,317
Repurchase of share capital (1,467 ) - - (1,467 )
Total comprehensive income - (3,226,860 ) - (3,226,860 )
Balance at 30 September 2023 82,854 (3,614,070 ) 4,826,307 1,295,091

Changes in equity
Issue of share capital 28,158 - - 28,158
Repurchase of share capital (490 ) - - (490 )
Total comprehensive income - (4,382,876 ) - (4,382,876 )
Balance at 30 September 2024 110,522 (7,996,946 ) 4,826,307 (3,060,117 )

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

COMPANY 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 77,004 - 4,826,307 4,903,311

Changes in equity
Issue of share capital 7,317 - - 7,317
Repurchase of share capital (1,467 ) - - (1,467 )
Balance at 30 September 2023 82,854 - 4,826,307 4,909,161

Changes in equity
Issue of share capital 28,158 - - 28,158
Repurchase of share capital (490 ) - - (490 )
Balance at 30 September 2024 110,522 - 4,826,307 4,936,829

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 2,093,966 1,414,123
Interest paid (1,776,968 ) (1,186,523 )
Interest element of hire purchase payments
paid

(487

)

(1,975

)
Tax paid (209,636 ) (507,562 )
Net cash from operating activities 106,875 (281,937 )

Cash flows from investing activities
Purchase of intangible fixed assets (44,524 ) (333,655 )
Purchase of tangible fixed assets (289,530 ) (90,349 )
Sale of intangible fixed assets - 7,458
Acquisition of subsidiaries (850,000 ) (4,933,072 )
Interest received 46,853 9,346
Net cash from investing activities (1,137,201 ) (5,340,272 )

Cash flows from financing activities
Drawdown on other loans - 6,307,440
Capital repayments in period (11,945 ) (24,239 )
Share buyback (490 ) (1,468 )
Net cash from financing activities (12,435 ) 6,281,733

(Decrease)/increase in cash and cash equivalents (1,042,761 ) 659,524
Cash and cash equivalents at beginning
of year

2

1,813,771

1,154,247

Cash and cash equivalents at end of year 2 771,010 1,813,771

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£ £
Loss before taxation (4,335,507 ) (3,280,649 )
Depreciation charges 172,656 290,910
Loss on disposal of fixed assets 101,843 1,802
Amortisation 2,738,343 3,353,080
Impairment of fixed assets - 517,126
Current service cost 24,000 37,000
Pension funding contributions (112,000 ) (194,000 )
Finance costs 2,569,871 1,844,457
Finance income (75,226 ) (32,125 )
1,083,980 2,537,601
Decrease in stocks 3,481 13,026
Decrease/(increase) in trade and other debtors 212,443 (749,104 )
Increase/(decrease) in trade and other creditors 794,062 (387,400 )
Cash generated from operations 2,093,966 1,414,123

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 September 2024
30/9/24 1/10/23
£ £
Cash and cash equivalents 771,010 1,813,771
Year ended 30 September 2023
30/9/23 1/10/22
£ £
Cash and cash equivalents 1,813,771 1,154,247


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/10/23 Cash flow Non-cash At 30/9/24
£ £ £ £
Net cash
Cash at bank
and in hand 1,813,771 (1,042,761 ) - 771,010
1,813,771 (1,042,761 ) - 771,010
Debt
Finance leases (11,945 ) 11,945 - -
Debts falling due
after 1 year (20,171,351 ) - (6,231,478 ) (26,402,829 )
(20,183,296 ) 11,945 (6,231,478 ) (26,402,829 )
Total (18,369,525 ) (1,030,816 ) (6,231,478 ) (25,631,819 )

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


1. COMPANY INFORMATION

PHL Group Holdco Limited was incorporated 15 February 2022 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The principal activity of the group is the provision of services in the healthcare sector. The registered office address is Onyx, 12 Little Park Farm Road, Segensworth Roundabout, West Fareham, Hampshire, 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 directors have assessed the Group's ability to continue as a going concern. This assessment included a review of the Group's financial position, cash flow forecasts, and the potential impact of external factors on the Group's operations.

Based on this review, the directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

The directors have considered the Group's financial performance, liquidity, and funding arrangements. The Group has a strong financial position, with sufficient cash reserves and access to financing facilities to meet its obligations as they fall due. Additionally, the Group has a robust business model and a diversified portfolio of investments, which provide stability and resilience against market fluctuations.

Financial reporting standard 102 - reduced disclosure exemptions
The parent 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":

o the requirements of Section 7 Statement of Cash Flows;
o the requirement of paragraph 3.17(d);
o the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48 (a), 11.48 (b) and 11.48 (c);
o the requirements of paragraphs 12.26, 12.27, 12.29 (a), 12.29 (b) and 12.29A;
o the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
o the requirement of paragraph 33.7.

Basis of consolidation
The consolidated financial statements incorporate the results of PHL Group Holdco Limited and all of its subsidiary undertakings as at 30 September 2024 using the acquisition method of accounting as required. Where the acquisition method is used, the results of subsidiary undertakings are included from the date of acquisition. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Subsidiaries are excluded from consolidation from the date that control ceases.

Related party exemption
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.

Transactions between Group entities which have been eliminated on consolidation are not disclosed within the financial statements.

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


2. ACCOUNTING POLICIES - continued

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Leases

A lease that does not transfer substantially all of the risks and rewards of ownership is classified as an
operating lease and is therefore not included in the statement of financial position.

Intangibles and goodwill

On acquisition, the directors use their judgement to determine the fair value of any intangibles to
recognise separately from goodwill. This is based on their knowledge and experience in the sector.

Other key sources of estimation uncertainty

Useful life of goodwill

A reliable estimate is made of the useful life of goodwill arising on acquisitions. The estimate is based on
the directors knowledge of the underlying company and sector.

Contract accounting


Revenue and costs relating to long term contracts are recognised when the service is provided. Any
costs in relation to contract set up are deferred where appropriate in line with the revenue recognition.
This involves estimating the revenue and costs over the period of the contract.

Turnover
Turnover represents net sales during the period adjusted for accrued and deferred income where applicable.

Turnover relates to the provision of healthcare and recruitment services. Revenue is recognised on the provision of the service.

Long-term contracts are assessed on a contract by contract basis and are reflected in the Consolidated Income Statement by recording turnover and related costs as each contract progresses.

Intangible fixed assets
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values of the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill is amortised over its expected useful life of 10 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the Income Statement.

Software development costs recognised represent the capital expenditure on the development of the Group's projects. Where assets are not available for use at the balance sheet date no amortisation has been provided. All remaining software is amortised over its expected useful life of 5 years.

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
All tangible fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Leasehold improvements - 25% reducing balance
Fixtures and fittings - Four to seven years straight line
Computer equipment - Four to five years straight line
Medical equipment - Five years straight line

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Consolidated Income Statement.

Investments
Investments are initially recognised at cost and subsequently carried at cost less accumulated impairment losses.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Net realisable value is the price at which stocks can be sold in the normal course of business after allowing for the costs and realisation, and where appropriate, the cost of conversion from their existing state to a finished condition. Provision is made where necessary for obsolescent, slow moving and defective stock.

Financial instruments
The Group only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


2. ACCOUNTING POLICIES - continued

Research and development
Expenditure on research is written off in the year in which it is incurred. Expenditure on development of software is capitalised once the following has been demonstrated:

-The technical feasibility of completing the intangible asset so that it will be available for use or sale;
-The intention to complete the intangible asset and use or sell it;
-The ability to use or sell the intangible asset;
-How the intangible asset will generate probable future economic benefits;
-The availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and
-The ability to measure reliably the expenditure attributable to the intangible asset during its development.

Hire purchase and leasing commitments
Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the Consolidated Income Statement over the estimated useful economic life of the asset.

Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the income statement over the period of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts payable to the lessor.

All other leases are treated as operating leases. Their annual rentals are charged to the Consolidated Income Statement on a straight line basis over the term of the lease.

Pension costs and other post-retirement benefits
The Group accounts for its defined benefit pension scheme in accordance with FRS 102. The pension scheme assets are measured using the projected units method. The pension scheme asset is recognised in full and disclosed on the face of the balance sheet. The movement in the scheme asset is split between operating profit and finance costs in the Consolidated Income Statement and the Consolidated Statement of Other Comprehensive Income.

In addition, the group makes contributions to a defined contribution scheme, the assets of which are held separately from those of the group in an independently administered fund. Contributions to this scheme are charged to the Consolidated Income Statement as they become payable.

3. TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2024 2023
£ £
Healthcare services 31,674,868 42,205,553
Recruitment services - 163,737
31,674,868 42,369,290

All turnover arose in the United Kingdom.

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


4. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 13,029,202 12,312,611
Social security costs 1,327,722 1,255,427
Other pension costs 317,232 356,384
14,674,156 13,924,422

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

Clinical 244 191
Non-clinical 198 262
442 453

Year ended Year ended
30/9/24 30/9/23
£    £
Directors' remuneration 417,106 487,571
Directors' pension contributions to money purchase schemes 5,642 4,448
Compensation to directors for loss of office - 87,836

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

Money purchase schemes 3 4

Information regarding the highest paid director is as follows:

Year ended Year ended
30/9/24 30/9/23
£    £
Emoluments etc 160,815 122,835
Pension contributions to money purchase schemes 1,321 1,320

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Loan note interest 769,432 571,845
Loan interest 1,776,663 1,259,019
Other similar charges 23,289 11,618
Hire purchase and finance
lease charges 487 1,975
2,569,871 1,844,457

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


6. LOSS BEFORE TAXATION

The operating loss is stated after charging:



Year ended Year ended
30/9/24 30/9/23
£ £
Depreciation - owned assets 167,380 278,452
Depreciation - assets on finance 5,276 12,458
Loss on sale of tangible fixed assets 101,843 1,802
Hire of plant and machinery 10,437 19,164
Goodwill amortisation 2,683,750 3,194,263
Software amortisation 54,593 158,817
Operating leases 238,680 207,784
Fees payable to the company's auditor for the audit of the company's annual
accounts

2,250


2,000
Audit of the accounts of subsidiaries 56,208 54,500
Other non-audit services 20,659 28,481

7. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the loss for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax - 88,485
Over/under provision in prior
year 4,037 (29,851 )
Total current tax 4,037 58,634

Deferred tax 88,082 (192,923 )
Tax on loss 92,119 (134,289 )

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


7. TAXATION - continued

Reconciliation of total tax charge/(credit) 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 (4,335,507 ) (3,280,649 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 22.010 %)

(1,083,877

)

(722,071

)

Effects of:
Expenses not deductible for tax purposes 841,986 681,820
Income not taxable for tax purposes - (3,926 )
Adjustments to tax charge in respect of previous periods 4,037 (29,851 )
Deferred tax previously unprovided 874 (17,538 )
Difference in tax rate - (20,416 )
Movement in deferred tax unprovided 302,627 20,392
Pension payments (28,000 ) (42,699 )
Losses eliminated 54,472 -
Total tax charge/(credit) 92,119 (134,289 )

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£ £ £
Actuarial gains/(losses) 97,000 (52,250 ) 44,750

2023
Gross Tax Net
£ £ £
Actuarial gains/(losses) (49,000 ) (31,500 ) (80,500 )

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


9. INTANGIBLE FIXED ASSETS

Group
Development
Goodwill costs Totals
£ £ £
COST
At 1 October 2023 28,752,224 898,744 29,650,968
Additions 86,000 260,772 346,772
At 30 September 2024 28,838,224 1,159,516 29,997,740
AMORTISATION
At 1 October 2023 3,585,211 697,378 4,282,589
Amortisation for year 2,683,750 54,593 2,738,343
At 30 September 2024 6,268,961 751,971 7,020,932
NET BOOK VALUE
At 30 September 2024 22,569,263 407,545 22,976,808
At 30 September 2023 25,167,013 201,366 25,368,379

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Leasehold and Medical Computer
improvements fittings equipment equipment Totals
£ £ £ £ £
COST
At 1 October 2023 14,311 645,969 40,838 844,233 1,545,351
Additions 4,488 249,709 2,181 33,152 289,530
Disposals - (224,664 ) - - (224,664 )
At 30 September 2024 18,799 671,014 43,019 877,385 1,610,217
DEPRECIATION
At 1 October 2023 6,209 395,614 30,235 722,118 1,154,176
Charge for year 2,680 95,325 7,070 67,581 172,656
Eliminated on disposal - (122,821 ) - - (122,821 )
At 30 September 2024 8,889 368,118 37,305 789,699 1,204,011
NET BOOK VALUE
At 30 September 2024 9,910 302,896 5,714 87,686 406,206
At 30 September 2023 8,102 250,355 10,603 122,115 391,175

The net book value of tangible fixed assets includes £Nil (2023: £5,644) in respect of assets held under hire purchase contracts.

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


11. FIXED ASSET INVESTMENTS

Company
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 principal undertakings in which the Company had an interest at the year end are as follows:

Company


Subsidiary undertakings

Country of
incorporation
Class of
share
capital held
Proportion of
share capital
held


Nature of business
PHL Group Midco Limited England Ordinary 100% Holding company
PHL Group Finance Limited* England Ordinary 100% Holding company
PHL Horizon Ltd* England Ordinary 100% Holding company
Partnering Health Holdings Limited* England Ordinary 100% Holding company

Partnering Health Limited*

England

Ordinary

100%
Medical practice
activities

PHL Integrated Care Limited*

England

Ordinary

100%
Medical practice
activities
PHL Primary Care Limited* England Ordinary 100% Dormant company
PHL Professionals Ltd* England Ordinary 100% Dormant company

PHL Youla Limited*

England

Ordinary

100%
Medical practice
activities

Salveas Limited*

Scotland

Ordinary

100%
Medical practice
activities
* - subsidiaries indirectly held by PHL Group Holdco Limited

The registered office for all of the above companies other than Salveas Limited is Onyx, 12 Little Park Farm Road, Segensworth Roundabout, West Fareham, Hampshire, PO15 5TD. The registered office for Salveas Limited is F5, Buchan House Carnegie Campus, Enterprise Way, Dunfermline, Fife, KY11 8PL.

12. STOCKS

Group
2024 2023
£ £
Stock 106,202 109,683

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Trade debtors 3,101,145 2,739,777 - -
Amounts owed by group undertakings - - 4,919,761 4,903,311
Other debtors 495,590 848,759 19,025 7,317
Corporation tax 312,184 106,585 - -
Prepayments and accrued income 771,143 975,703 - -
4,680,062 4,670,824 4,938,786 4,910,628

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Hire purchase contracts (see note 17) - 11,945 - -
Trade creditors 1,040,255 1,377,880 - -
Amounts owed to group undertakings - - 1,958 1,468
Social security and other taxes 419,439 417,129 - -
VAT 725 1,635 - -
Other creditors 340,895 496,734 - -
Accruals and deferred income 4,122,426 8,839,564 - -
5,923,740 11,144,887 1,958 1,468

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2024 2023
£ £
Loan notes (see note 16) 13,653,195 7,508,301
Other loans (see note 16) 12,749,634 12,663,050
26,402,829 20,171,351

16. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£ £
Amounts falling due between two and five years:
Loan notes 13,653,195 7,508,301
Other loans 12,749,634 12,663,050
26,402,829 20,171,351

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


16. LOANS - continued

The other loans are due for repayment in full on 17 August 2027. Interest accrues on the loan at a rate of 7.25% plus base rate and is payable monthly.

The Group's loan agreement is subject to covenant clauses, whereby the company is required to meet certain key financial ratios. The Group did not meet these as at the year end.

Due to the breach of the covenant clauses, the financial institution is contractually entitled to request immediate repayment of the outstanding loan amount of £13,000,000.

However post year end, the financial institution has agreed to a period of grace and re-stated the loan covenants. The outstanding balance has therefore continued to be presented as a non-current liability as at the balance sheet date.

£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.

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£ £
Net obligations repayable:
Within one year - 11,945

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 285,927 238,680
Between one and five years 402,648 412,358
688,575 651,038

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£ £
Hire purchase contracts - 11,945
Other loans 13,000,000 13,000,000
Loan notes 13,653,195 7,508,301
26,653,195 20,520,246

Security over hire purchase contracts has been given by way of a fixed and floating charge over the assets financed.

The other loans and loan notes are secured by fixed and floating charges over all the assets of the group and are guaranteed by subsidiary companies. The amounts secured are the amounts owed before amortised cost adjustments.

19. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax 287,836 147,503

Group
Deferred tax
£
Balance at 1 October 2023 147,503
Charge to Income Statement during year 88,083
Charge to OCI 52,250
Balance at 30 September 2024 287,836

Group
2024 2023
The deferred tax liability comprises: £    £   

Deferred tax liability on pension asset 153,500 101,250
Deferred tax liability on accelerated capital allowances 141,125 115,718
Deferred tax asset on tax losses carried forward - (54,465 )
Deferred tax asset on other timing differences (6,789 ) (15,000 )
287,836 147,503

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:
Nominal
value:

2024


2023
£ £
4,350,000 A Ordinary £0.01 43,500 43,500
1,415,398 B Ordinary £0.01 14,154 21,837
2,000,716 C Ordinary £0.01 20,007 8,789
507,770 D Ordinary £0.01 5,078 5,078
364,979 E Ordinary £0.01 3,650 3,650
768,257 F Ordinary £0.01 7,683 -
490,000 G Ordinary £0.01 4,900 -
1,155,000 H Ordinary £0.01 11,550 -
110,521 82,854

768,257 B Ordinary shares were re-classified to F Ordinary shares during the period.

1,170,768 C Ordinary shares were issued during the period at par. 49,000 C Ordinary shares were also re-purchased and then immediately cancelled during the period.

490,000 G Ordinary shares were issued during the period at par.

1,155,000 H Ordinary shares were issued during the period at par.

Rights and restrictions attached to shares

Voting rights
The A, D and E Ordinary shares shall carry full voting rights unless an event of default has occurred or is subsisting. In which the number of voting rights attaching to the A Ordinary shares (as a class) at any general meeting or on any written or on any written resolution shall be such number as is equal to 90% of the total voting rights attaching to all shares in issue at the date of any such meeting or the date of circulation of any such resolution. The enhanced voting rights attached to the A Ordinary shares shall continue for so long as the relevant event or circumstance continues to subsist or until such matter is waived or otherwise remedied to the reasonable satisfaction, confirmed in writing, of the fund manager.

The B, C and H Ordinary shares shall carry full voting rights.

The F Ordinary shares shall have no right to vote.

The G Ordinary shares shall confer upon the holders thereof the right to vote at general meetings of the company. However, in the event of an event of default affecting the A Ordinary shares, the voting rights of the G Ordinary shares may be diluted as the A Ordinary shares may acquire enhanced voting rights of up to 90% of the total voting rights.

Dividend rights
In relation to A, B, C, D and E Ordinary shares, any profits which the company, on the recommendation of the directors and subject to the consent of the fund manager, determines to distribute in respect of any accounting period shall be applied on a non-cumulative basis between the holders for the time being of the Ordinary shares. Any such dividend shall be paid in cash and shall be distributed amongst the holders of such shares pro rata according to the number of such shares held by each of them respectively, as if they constituted one class of share.

The F Ordinary shares have no entitlement to dividends.

The G Ordinary shares shall be entitled to participate in any profits that the company determines to distribute, subject to the recommendation of the directors and the consent of the fund manager. Any such dividend shall be paid on a non-cumulative basis and distributed pro rata among the holders of A, B, C, G and H Ordinary shares according to the number of such shares held, as if they constituted one class of share. However, no dividends shall be paid if any loan notes remain unpaid on their relevant maturity date, until such loan notes have been redeemed or repaid in full with all interest.


PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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

The H Ordinary shares are entitled to participate in dividend distributions on a non-cumulative basis, pro rata with A, B, C and G Ordinary shares.

Return of capital
On a return of capital, whether on liquidation, capital reduction or otherwise (but excluding a purchase of own shares), any surplus assets of the company remaining after the payment of its liabilities shall be applied to the Ordinary shares as follows:

The first £3,390,378 of surplus assets or realisation value shall be allocated pro-rata amongst the holders of A Ordinary shares as to £2,151,862 and pro-rata amongst the holders of B Ordinary shares as to £1,238,515.675; and thereafter any such balance of surplus assets or realisation value shall be allocated pro-rata amongst all holders of Ordinary shares in the following proportions:

To the holders of the D Ordinary shares up to a maximum distribution of £395,965.92; to the holders of the E Ordinary shares up to a maximum distribution of £284,615.74; to the holders of the F Ordinary shares up to a maximum distribution of £600,177.81 and once the respective figures in Article 3.1.2.1, 3.1.2.2 and 3.1.2.3 have been distributed, any remaining surplus or realisation value shall be paid to the holders of the A, B and C Ordinary shares on a parri passu basis without limit.

All shares are non-redeemable.

21. RESERVES

Group
Retained Other
earnings reserves Totals
£ £ £

At 1 October 2023 (3,614,070 ) 4,826,307 1,212,237
Deficit for the year (4,427,626 ) (4,427,626 )
Other comprehensive income 44,750 - 44,750
At 30 September 2024 (7,996,946 ) 4,826,307 (3,170,639 )

Company
Retained Other
earnings reserves Totals
£ £ £

At 1 October 2023 - 4,826,307 4,826,307
Profit for the year - -
At 30 September 2024 - 4,826,307 4,826,307

Retained earnings represents accumulated profits and losses to date.

The other reserves relate to the issue of shares for consideration of the Group's subsidiaries.

22. EMPLOYEE BENEFIT OBLIGATIONS

The Group are party to a funded defined benefit scheme providing benefits to the members based on final pensionable pay. The scheme commenced on 15 April 2015.

Contributions to the scheme are charged to the Consolidated Income Statement so as to spread the cost of pensions evenly over employees' working lives with the Group.

The assets of the scheme are held separately from those of the Group, being invested in managed funds.

Employer contributions amounting to £112k (2023: £194k) were paid during the year.

The last full actuarial valuation was carried out at 31 December 2021 and updated to 30 September 2024 by a qualified independent actuary on an FRS 102 basis.

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in the balance sheet are as follows:

Defined benefit
pension plans
2024 2023
£ £
Present value of funded obligations (753,000 ) (727,000 )
Fair value of plan assets 1,367,000 1,132,000
614,000 405,000
Present value of unfunded obligations - -
Surplus 614,000 405,000
Net asset 614,000 405,000

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2024 2023
£ £
Current service cost 24,000 37,000
Net interest from net defined benefit
asset/liability

(24,000

)

(18,000

)
Past service cost - -
- 19,000

Actual return on plan assets 128,000 (2,000 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2024 2023
£ £
Opening defined benefit obligation at acquisition 727,000 684,000
Current service cost 24,000 37,000
Contributions by scheme participants 11,000 10,000
Interest cost 39,000 36,000
Actuarial losses/(gains) (32,000 ) (7,000 )
Benefits paid (16,000 ) (33,000 )
753,000 727,000

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2024 2023
£ £
Opening fair value of scheme assets at acquisition 1,132,000 963,000
Contributions by employer 112,000 194,000
Contributions by scheme participants 11,000 10,000
Expected return 63,000 54,000
Actuarial gains/(losses) 65,000 (56,000 )
Benefits paid (16,000 ) (33,000 )
1,367,000 1,132,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2024 2023
£ £
Actuarial gains/(losses) 97,000 (49,000 )
97,000 (49,000 )

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2024 2023
£ £
Equities - 387,000
Bonds 1,367,000 594,000
Multi-Asset - 151,000
1,367,000 1,132,000

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024 2023
Discount rate 5.00% 5.35%
Rate of pensionable salary increases 3.10% 3.10%
RPI for revaluation deferment 3.40% 3.55%
RPI for increase in payment 3.00% 3.20%
CPI for revaluation deferment 2.70% 2.85%
CPI for increase in payment 2.75% 2.90%

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

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


23. RELATED PARTY DISCLOSURES

During the year purchases of £14,880 (2023: £34,104) were made from Orchard Health Consultancy Limited, a company in which Dr T S Wright is a shareholder. The balance due to Orchard Health Consultancy Limited at the year end was £Nil (2023: £Nil).

During the year purchases of £10,637 (2023: £183,858) were made from Zeyez Ltd, a company in which a director of Salveas Limited is also a shareholder and director. The balance due to Zeyez Ltd at the year end was £Nil (2023: £Nil).

During the year purchases of £Nil (2023: £1,223) were made from Clinical Vantage Limited, a company in which Gemma Bond is a shareholder and director. The balance due to Clinical Vantage Limited at the year end was £Nil (2023: £Nil).

During the year sales of £82,204 (2023: £Nil) were made to Blossom Health, an entity in which Ross Brand is a partner. The balance due from Blossom Health at year end was £15,000 (2023: £Nil).

During the year, purchases of £245,764 (2023: £231,106) were made from Ethos Partners LLP, an entity in which Pascal Wittet is a shareholder and director. The balance due to Ethos Partners LLP at the year end was £44,963 (2023: £5,000).

During the period the Group advanced loans to shareholders of the company. The total amount advanced at the period end, inclusive of interest accrued, is £248,695 (2023: £244,322) and is included within 'Debtors: Amounts falling due within one year'. Interest is charged on the loans at a rate of 2% per annum. The total amount of interest charged in the period is £4,373 (2023: £4,779). The loans are due for repayment on the sale or compulsory transfer of shares.

During the period the Group issued loan notes to directors of the Group. The total amount owed at the period end, inclusive of interest accrued, is £2,697,760 (2023: £Nil) and is included within 'Creditors: Amounts falling due after more than one year'. Interest is charged on £912,223 of the loan notes at the higher of 10% or 5% above base rate. Interest is charged on £1,785,537 of the loan notes at a rate of 12% per annum. The total amount of interest charged in the period is £71,695 (2023: £Nil). The loan notes are due for repayment in full on 14 November 2027.

During the year, a total of key management personnel compensation of £ 845,641 (2023 - £ 776,148 ) was paid.

24. POST BALANCE SHEET EVENTS

On 3 March 2025, the Group acquired 100% of the share capital of Malling Health Limited. The total consideration of £9,888,793 is satisfied with a mixture of equity, cash and loan notes.

Also on 3 March 2025 the Group's loan covenants were re-stated. No additional amounts were drawn under the loan agreement.

25. ULTIMATE CONTROLLING PARTY

The directors do not consider there to be an ultimate controlling party.