REGISTERED NUMBER: 12280604 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
FOR |
PHOENIX UK GROUP LIMITED |
REGISTERED NUMBER: 12280604 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
FOR |
PHOENIX UK GROUP LIMITED |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 5 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 19 |
PHOENIX UK GROUP LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
Fleming Court |
Leigh Road |
Eastleigh |
Southampton |
Hampshire |
SO50 9PD |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
The director presents his strategic report of the company and the group for the year ended 30th September 2024. |
REVIEW OF BUSINESS |
Phoenix UK Group is the parent company for Phoenix Brickwork (UK) Limited and Phoenix Drywall (UK) Limited. |
During the last financial year, in June 2023, the group undertook a strategic demerger and restructuring to form two separate groups instead of one. Phoenix UK Group Limited is currently the parent company for Phoenix Brickwork (UK) Limited and Phoenix Drywall (UK) Limited. BMH Group Holdings Limited is the parent company for B M H Scaffolding Limited. |
This did impact the group consolidated accounts for the prior financial year with income and expenditure being split during the 2023 financial year between both parent companies. Phoenix Brickwork (UK) Limited's results were consolidated into BMH Group Holdings Limited up to the restructuring and in Phoenix UK Group Limited since the restructuring. |
As a result of the restructuring, Phoenix UK Group Limited's consolidated results for the prior year include fully amortised negative goodwill of £2.1m. BMH Group Holdings Limited's consolidated results for the prior year include a loss on disposal of Phoenix Brickwork (UK) Limited of £2.1m. |
This is important to consider when comparing 2024 financial result to 2023. |
Phoenix Brickwork (UK) Limited is a leading masonry, drywall and steel framing system company based in the centre of the United Kingdom. The company regularly wins work in association with the main construction companies within the United Kingdom with contracts up to £5m in value spanning across multiple years with a diverse portfolio across commercial, refurbishment and residential. Phoenix Brickwork (UK) Limited have undertaken large scale projects for public use such as a prison and hospitals. |
During this financial year their strategy has been to secure fewer, but larger projects with main contractors in a favoured geographical area. Many of which Phoenix Brickwork (UK) Limited are on their approved or preferred supply chain. The aim was to reduce the number of live projects which required fewer overhead costs, therefore increasing the overall margin. |
Phoenix Drywall (UK) Limited is a prominent drywall and steel framing system company based in the centre of the United Kingdom. The company regularly wins work in association with the main construction companies within the United Kingdom with contracts up to £4m in value spanning across multiple years with a diverse portfolio across commercial, refurbishment and residential. |
During this financial year their strategy has been to secure work over a budgeted % split of turnover between drywall and steel framing system to maximise profits without further need for increase within overheads. |
All the operating companies within the group have showcased strong resilience during this period. The management swiftly adapted to the changing circumstances and implemented stringent health and safety measures to protect their employees. |
The group remained operational with continued profits being achieved by the business by having a strategic plan and the management working closely together to meet the needs of the business. |
We have maintained close communication with our clients and suppliers, ensuring minimal disruption to our production and distribution processes. This adaptability and resilience enabled us to meet the ongoing demand for the business. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
Cashflow availability in the business |
Increased inflationary pressure on costs for the businesses - due to costs associated with projects being key to the actual profitability of the business, the inflation rate in the UK is deemed to be a key risk to the business. To mitigate this risk, the business looks to avoid locking into costs in contracts which are likely to result in losses being made. |
The group has also reviewed procurement procedures to produce KPIs on the measure of credit terms offered by suppliers to maximise cashflow. As well as how IT can aid the back office workings of the business including an upgrade on key software. |
There has also been constant reporting of liquidity ratios and WIP days. These are targeted to ensure continual improvement in the group's cash position. |
The businesses have also ensured capital expenditure and borrowings is for essential purposes only. |
Project management risks |
The group keeps strong controls in place regarding spending, having a centralised procurement team who regularly assess costs for the business. Additionally, there is a company ethos in place to incentivise the employees to keep control of costs associated with projects along with assessing non-essential spend. |
Improvement to commercial reporting around live projects ensures that the group is proactive in monitoring real time information to react quickly as needed, with information relayed to the relevant management personnel. |
Environmental risks |
The group assigns experienced employees who oversee the key departments of the business. This is completed so that costs are accurately judged, and pricing of contracts are appropriate for the business to continue to make profits along with ensuring that payment terms support the cashflow requirements of the business. |
Organisational risk |
The business maintains a high level of standards, exceeding those required by law in the United Kingdom, and has many accreditations. The business ensures that standards are met by suppliers such that comfort can be obtained that the businesses are working towards common goals. |
The business seeks to ensure that employees in the business are rewarded for the performance of the group. There are regular reviews of the business structure along with ensuring that there are incentives in place to keep key personnel in the business. |
The business also invest heavily in operative and staff training to ensure that they are compliant in legislation, maintain high safety standards and continual development for its staff. |
GROWTH AND EXPANSION |
Throughout the financial year, Phoenix Brickwork (UK) Limited has maintained turnover but achieved a higher profit before tax through securing larger contracts and increased reputation within the industry. |
Their ability to deliver high-quality products within specified timelines played a crucial role in winning these contracts. |
The group of companies has strengthened its position as a trusted supplier within the construction industry to position the businesses for further growth. There are no immediate plans to change the business model in the short term. |
The group's management team brought diverse expertise and experience, contributing to improved operational efficiency, enhanced customer service, and effective resource allocation. Their strategic vision and leadership have been instrumental in driving the group's profit and positioning them for long-term success. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
FINANCIAL PERFORMANCE |
Key Performance Indicators: |
2024 |
2023 - excluding exceptional negative goodwill amortisation |
2023 |
Turnover | £18.1m | £7.3m | £7.3m |
Profit before tax | £1.9m | £0.7m | £2.8m |
Gross profit margin | 27.5% | 25.4% | 25.4% |
Profit before tax margin | 10.5% | 9.7% | 38.3% |
Return on capital employed | 49.6% | 46.1% | 75.9% |
The financial performance of Phoenix UK Group Limited remained strong during the year. Despite the challenging economic climate reporting pre tax profits of £1.9m (2023: £2.8m). |
This profit decrease can be attributed to the exceptional item reported during 2023 - negative goodwill amortisation. The exceptional item of amortisation of negative goodwill improved the pre-tax profit 2023. |
FUTURE OUTLOOK |
Looking ahead, the group is well-positioned for continued success. They will leverage their strong market presence, skilled workforce, and technological advancements to capture new opportunities, and assess the current portfolio of the business to ensure that positive projects are taken on by the business. |
Strategic focus will be on sustainable growth, innovation, and customer-centricity. They will continue to invest in further resources for the business to ensure that there is scope along with good quality resources being available. |
RESEARCH AND DEVELOPMENT |
Phoenix Brickwork (UK) Limited has been developing internal IT systems by ways of a bespoke App that allows efficient and accurate record keeping in real time information. The App is also under development to link with internal software. This has been a long-term project that is ever evolving with their own coding being written. This is always well received by internal users and clients. |
They also began researching into fire barriers and protection for the Brickwork trades, with testing completed. |
The group also embarked upon research and development within the Drywall division with fire testing carried out jointly with a client to achieve warranties. The issue that had arose was due to a product that couldn't be used in adverse temperatures, but no other approved product was available. |
ON BEHALF OF THE BOARD: |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
The director presents his report with the financial statements of the company and the group for the year ended 30th September 2024. |
DIVIDENDS |
The total distribution of dividends for the year ended 30th September 2024 amounted to £157,678 (2023: £76,049). |
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. |
DIRECTOR |
DISCLOSURE IN THE STRATEGIC REPORT |
Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the Report of the Directors are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Langdowns DFK Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PHOENIX UK GROUP LIMITED |
Opinion |
We have audited the financial statements of Phoenix UK Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th 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 30th September 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PHOENIX UK GROUP 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 Director. |
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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PHOENIX UK GROUP LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
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: |
As part of our audit planning procedures we identify the significant laws and regulations applicable to the group based upon our knowledge of the group, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006, compliance with Health and Safety Regulations, ISO certification and compliance via ISOcomply. |
Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, reviewing legal and professional invoices and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists. |
We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place. |
Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias. |
As group auditors we are required to communicate with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement of the group financial statements. The engagement partner considers that the engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
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 |
PHOENIX UK GROUP 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. |
for and on behalf of |
Statutory Auditor |
Fleming Court |
Leigh Road |
Eastleigh |
Southampton |
Hampshire |
SO50 9PD |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 18,191,383 | 7,352,230 |
Cost of sales | 13,174,830 | 5,482,104 |
GROSS PROFIT | 5,016,553 | 1,870,126 |
Administrative expenses | 3,162,868 | (934,220 | ) |
1,853,685 | 2,804,346 |
Other operating income | 298,738 | 87,294 |
OPERATING PROFIT | 5 | 2,152,423 | 2,891,640 |
Interest receivable and similar income | 10,346 | 12,086 |
2,162,769 | 2,903,726 |
Interest payable and similar expenses | 6 | 242,462 | 87,864 |
PROFIT BEFORE TAXATION | 1,920,307 | 2,815,862 |
Tax on profit | 7 | 779,198 | 70,685 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,018,063 | 2,645,794 |
Non-controlling interests | 123,046 | 99,383 |
1,141,109 | 2,745,177 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 1,141,109 | 2,745,177 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,141,109 |
2,745,177 |
Total comprehensive income attributable to: |
Owners of the parent | 1,018,063 | 2,645,794 |
Non-controlling interests | 123,046 | 99,383 |
1,141,109 | 2,745,177 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
CONSOLIDATED BALANCE SHEET |
30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | - | - |
Tangible assets | 11 | 1,165,165 | 1,361,627 |
Investments | 12 | - | - |
1,165,165 | 1,361,627 |
CURRENT ASSETS |
Stocks | 13 | 5,000 | 5,000 |
Debtors | 14 | 5,868,527 | 6,058,007 |
Cash at bank and in hand | 1,234,162 | 1,050,166 |
7,107,689 | 7,113,173 |
CREDITORS |
Amounts falling due within one year | 15 | 3,934,030 | 4,665,086 |
NET CURRENT ASSETS | 3,173,659 | 2,448,087 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
4,338,824 |
3,809,714 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(551,837 |
) |
(896,064 |
) |
PROVISIONS FOR LIABILITIES | 20 | (98,996 | ) | (142,035 | ) |
NET ASSETS | 3,687,991 | 2,771,615 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 107 | 107 |
Share-based payments | 22 | 118,820 | 50,084 |
Retained earnings | 22 | 3,234,784 | 2,462,451 |
3,353,711 | 2,512,642 |
NON-CONTROLLING INTERESTS | 334,280 | 258,973 |
TOTAL EQUITY | 3,687,991 | 2,771,615 |
The financial statements were approved by the director and authorised for issue on 26th June 2025 and were signed by: |
Mr C P Watson - Director |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
COMPANY BALANCE SHEET |
30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Share-based payments | 22 |
Retained earnings | 22 |
Company's profit for the financial year | 174,662 | 76,426 |
The financial statements were approved by the director and authorised for issue on |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
Called up |
share | Retained | Share-based |
capital | earnings | payments |
£ | £ | £ |
Balance at 1st October 2022 | 100 | - | - |
Changes in equity |
Issue of share capital | 7 | - | - |
Dividends | - | (76,049 | ) | - |
Total comprehensive income | - | 2,645,794 | - |
Equity settled share-based |
payments | - | - | 50,084 |
Changes in ownership interests in subsidiaries |
- |
(107,294 |
) |
- |
Balance at 30th September 2023 | 107 | 2,462,451 | 50,084 |
Changes in equity |
Dividends | - | (157,678 | ) | - |
Total comprehensive income | - | 1,018,063 | - |
Equity settled share-based |
payments | - | - | 68,736 |
Changes in ownership interests in subsidiaries |
- |
(88,052 |
) |
- |
Balance at 30th September 2024 | 107 | 3,234,784 | 118,820 |
Non-controlling | Total |
Total | interests | equity |
£ | £ | £ |
Balance at 1st October 2022 | 100 | - | 100 |
Changes in equity |
Issue of share capital | 7 | - | 7 |
Dividends | (76,049 | ) | (97,721 | ) | (173,770 | ) |
Total comprehensive income | 2,645,794 | 99,383 | 2,745,177 |
Equity settled share-based |
payments | 50,084 | - | 50,084 |
Changes in ownership interests in subsidiaries |
(107,294 |
) |
257,311 |
150,017 |
Balance at 30th September 2023 | 2,512,642 | 258,973 | 2,771,615 |
Changes in equity |
Dividends | (157,678 | ) | (135,791 | ) | (293,469 | ) |
Total comprehensive income | 1,018,063 | 123,046 | 1,141,109 |
Equity settled share-based |
payments | 68,736 | - | 68,736 |
Changes in ownership interests in subsidiaries |
(88,052 |
) |
88,052 |
- |
Balance at 30th September 2024 | 3,353,711 | 334,280 | 3,687,991 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
Called up |
share | Retained | Share-based | Total |
capital | earnings | payments | equity |
£ | £ | £ | £ |
Balance at 1st October 2022 |
Changes in equity |
Issue of share capital | - | - |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Equity settled share-based |
payments | - | - |
Balance at 30th September 2023 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Equity settled share-based |
payments | - | - |
Balance at 30th September 2024 | 107 | 17,361 | 30,750 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,536,934 | 1,551,527 |
Interest paid | (203,299 | ) | (77,941 | ) |
Interest element of hire purchase payments paid |
(39,163 |
) |
(9,923 |
) |
Tax paid | (112,083 | ) | (79,758 | ) |
Net cash from operating activities | 1,182,389 | 1,383,905 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (59,635 | ) | (60,767 | ) |
Purchase of fixed asset investments | - | (200 | ) |
Sale of tangible fixed assets | 247,455 | 31,351 |
Cash in subsidiary on acquisition | - | (136,641 | ) |
Interest received | 10,346 | 12,086 |
Net cash from investing activities | 198,166 | (154,171 | ) |
Cash flows from financing activities |
New loans in year | - | 89,098 |
Loan repayments in year | (668,795 | ) | (223,849 | ) |
Capital repayments in year | (234,295 | ) | (21,768 | ) |
Amount introduced by directors | - | 598 |
Share issue | - | 7 |
Subsidiary share issue | - | 150,016 |
Equity dividends paid | (157,678 | ) | (76,049 | ) |
Dividends paid to minority interests | (135,791 | ) | (97,721 | ) |
Net cash from financing activities | (1,196,559 | ) | (179,668 | ) |
Increase in cash and cash equivalents | 183,996 | 1,050,066 |
Cash and cash equivalents at beginning of year |
2 |
1,050,166 |
100 |
Cash and cash equivalents at end of year | 2 | 1,234,162 | 1,050,166 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 1,920,307 | 2,815,862 |
Depreciation charges | 284,019 | (2,016,226 | ) |
(Profit)/loss on disposal of fixed assets | (22,286 | ) | 9,272 |
Share-based payments | 68,736 | 50,084 |
Finance costs | 242,462 | 87,864 |
Finance income | (10,346 | ) | (12,086 | ) |
2,482,892 | 934,770 |
Increase in trade and other debtors | (364,470 | ) | (2,370,345 | ) |
(Decrease)/increase in trade and other creditors | (581,488 | ) | 2,987,102 |
Cash generated from operations | 1,536,934 | 1,551,527 |
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 30th September 2024 |
30.9.24 | 1.10.23 |
£ | £ |
Cash and cash equivalents | 1,234,162 | 1,050,166 |
Year ended 30th September 2023 |
30.9.23 | 1.10.22 |
£ | £ |
Cash and cash equivalents | 1,050,166 | 100 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1.10.23 | Cash flow | changes | At 30.9.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 1,050,166 | 183,996 | 1,234,162 |
1,050,166 | 183,996 | 1,234,162 |
Debt |
Finance leases | (409,120 | ) | 234,295 | - | (427,916 | ) |
Debts falling due |
within 1 year | (752,819 | ) | 281,207 | - | (471,612 | ) |
Debts falling due |
after 1 year | (675,921 | ) | 387,588 | - | (288,333 | ) |
(1,837,860 | ) | 903,090 | - | (1,187,861 | ) |
Total | (787,694 | ) | 1,087,086 | - | 46,301 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
4. | ACQUISITION OF BUSINESS |
During the previous period, the company acquired three subsidiaries. The cash flow has been adjusted to reflect the following assets and liabilities at acquisition: |
£ |
Fixed Assets | 1,431,471 |
Stock | 5,000 |
Debtors | 3,130,387 |
Tax debtor | 290,750 |
Cash at bank and in hand | 200 |
Overdraft | (136,741 | ) |
Creditors - non debt | (513,623 | ) |
Creditor - debt | (1,994,380 | ) |
Provisions | (106,459 | ) |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
1. | STATUTORY INFORMATION |
Phoenix UK Group Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
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. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2024. |
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group. |
The acquisition method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Where merger relief is available, this is applied and accordingly the cost of the business combination is instead measured as the nominal value of the share capital issued in consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. |
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. |
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements. |
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
3. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
Recognition of profit on long term contracts |
Valuing amounts recoverable on long term contracts is considered a judgemental area in the process of applying the group's accounting policies and this potentially has a significant impact on amounts recognised in the financial statements. |
This is considered a judgemental area due to the fact that some contracts are carried out over a long period of time and some go on long after the financial year has ended. As a result there are uncertainties with the final outcome of the contract and the stage of completion at the year end. |
Profit recognition is based on an assessment of the overall profitability forecast on individual contracts. Losses are recognised as soon as they are foreseen. Profits are recognised by the directors when the outcome of the contract can be assessed with reasonable certainty. The profit recognised reflects that part of the total profit currently estimated to arise over the duration of the contract that fairly represents the profit attributable to work performed at the accounting date. |
The group ensures that ample time and skill is allocated to ensure that the judgements and estimates made are as accurate and reliable as possible. |
The group has been in this industry for many years and as such has very good knowledge and understanding of the industry and business to be able to gauge accurately the outcome of contracts in progress at the year end and the stage of completion at that date. |
Goodwill |
The determination of whether goodwill should be impaired requires the estimation of future cash flows and growth factors adapted by each cash generating unit. Furthermore, discount rates applied to these cash flows are determined by reference to the markets in which they operate. These factors are all affected by prevailing market and economic factors outside the group's control. |
Investments |
The group assess the carrying values of investments annually or more frequently if warranted by a change in |
circumstances. If it is determined that the carrying values of investments cannot be recovered, the unrecoverable amounts are charged to the income statement. Recoverability is dependent upon assumptions and judgements regarding discount rates, future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets. |
Amounts due from group undertakings |
The group assesses the carrying value of amounts due from group undertakings annually or more frequently if warranted by a change in circumstances. If it is determined that the carrying values of these amounts cannot be recovered, the unrecoverable amounts are charged to the income statement. Recoverability is dependent upon assumptions and judgements regarding future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets. |
Operating lease commitments |
As a lessee, the group obtains the use of property, plant and equipment. The classification of such leases as |
operating or finance lease requires the group to determine, based on an evaluation of the terms and conditions of the arrangement, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position. |
Useful economic life of non-current assets |
Management estimate the useful economic life of non-current assets based on the period over which the asset is expected to be used and provide for depreciation accordingly. Where an indication of impairment is identified the estimation of recoverable value requires estimation. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
3. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents amounts due on contracts completed in the year adjusted for turnover attributable to long term work in progress, excluding value added tax and trade discounts. |
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with |
reasonable certainty. The profit included is calculated to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value based on the percentage deemed complete by the assessment of the quantity surveyor for both the group and the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen. |
Cumulative turnover is compared with total payments on account. If turnover exceeds payments on account, an amount recoverable on contract is recognised and separately disclosed within debtors. |
If payments on account are greater than turnover to date, the excess is classified within creditors. |
Turnover from a contract to provide services is recognised when all of the following conditions are satisfied: |
- the amount of turnover can be measured reliably; |
- it is probable that the group will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably; |
and |
- the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Tangible fixed assets |
Short leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
All fixed assets are initially recorded at cost. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
Basic financial instruments in debtors and creditors with no stated interest rate, and receivable or payable within one year are recorded at transactional price. Any losses arising from impairment are recognised in the income statement in other administrant expenses. |
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 or deferred taxation assets and liabilities are not discounted. |
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. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
3. | ACCOUNTING POLICIES - continued |
Deferred tax |
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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets that are held by the company under leases which transfer substantially all the risk and rewards of ownership are classified as being held under hire purchase or finance leases. Leases which do not transfer substantially all the risk and rewards of ownership are classified as operating leases. |
Operating lease payments are recognised as an expense on a straight-line basis over the lease term. Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such arrangements are included in creditors net of the finance charge allocated to future periods. |
The finance element of the rental payment is charged to the statement of income and retained earnings so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. |
Pension costs and other post-retirement benefits |
Some group companies contribute to defined contribution pension schemes. Contributions payable to the pension scheme are charged to profit or loss in the period to which they relate. |
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension |
plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid, the group has no further payment obligations. |
The contributions are recognised as an expense in the statement of income and retained earnings when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds. |
Provisions |
Provisions are recognised when the group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefit will be required to settle the obligation and a reliable estimate can be made. |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 2,026,745 | 705,100 |
Social security costs | 206,422 | 75,457 |
Other pension costs | 42,482 | 13,783 |
2,275,649 | 794,340 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
2024 | 2023 |
Production staff | 18 | 6 |
Administrative staff | 22 | 6 |
Management staff | 12 | 5 |
2024 | 2023 |
£ | £ |
Director's remuneration | 15,405 | 3,967 |
Director's pension contributions to money purchase schemes | 170 | 57 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 1 | 1 |
5. | OPERATING PROFIT |
The profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Hire of plant and machinery | 545,239 | 168,132 |
Operating leases - land and buildings | 37,000 | 12,333 |
Operating leases - other | 14,972 | 7,259 |
Depreciation - owned assets | 55,209 | 14,939 |
Depreciation - assets on hire purchase contracts | 228,810 | 75,049 |
(Profit)/loss on disposal of fixed assets | (22,286) | 9,272 |
Negative goodwill amortisation | - | (2,106,214) |
Auditors' remuneration | 45,250 | 14,000 |
Share-based payments | 68,736 | 50,084 |
As a result of the strategic group demerger and restructuring during the previous year, negative goodwill amortisation of £2,106,214 is included. This is an exceptional transaction during the previous year resulting from the accounting for the acquisition of Phoenix Brickwork (UK) Limited, a subsidiary of the company. |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank loan interest | 79,930 | 28,371 |
Loan interest | 100,899 | 42,742 |
Other finance interest | 22,470 | 6,828 |
Hire purchase | 39,163 | 9,923 |
242,462 | 87,864 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 546,708 | 35,199 |
Over provision in prior year | 318 | - |
Research and development | 275,211 | - |
Total current tax | 822,237 | 35,199 |
Deferred tax | (43,039 | ) | 35,486 |
Tax on profit | 779,198 | 70,685 |
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 |
£ | £ |
Profit before tax | 1,920,307 | 2,815,862 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 22.010 %) |
480,077 |
619,771 |
Effects of: |
Expenses not deductible for tax purposes | 6,448 | 2,808 |
Capital allowances in excess of depreciation | - | (561,490 | ) |
Depreciation in excess of capital allowances | 43,039 | - |
Adjustments to tax charge in respect of previous periods | 318 | - |
Share based payments | 17,184 | 11,023 |
Temporary timing differences | (40 | ) | (51 | ) |
Group relief | - | (36,862 | ) |
Deferred tax | (43,039 | ) | 35,486 |
Research & Development tax credit | 275,211 | - |
Total tax charge | 779,198 | 70,685 |
The UK corporation tax rate went from 19% to 25% with effect from 1st April 2023. Therefore, the effective rate of tax for the prior year was 22%. |
The expected reversal of deferred tax liabilities in the succeeding period is £53,795 (2023: £88,258). This is in relation to the deferred tax liability recognised on accelerated capital allowances and other timing differences. |
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. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
9. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary A1 shares of £1 each |
Interim | 99,632 | 55,498 |
Ordinary A2 shares of £1 each |
Interim | 43,002 | 8,777 |
Ordinary A3 shares of £1 each |
Interim | - | 2,997 |
Ordinary A5 shares of £1 each |
Interim | 15,044 | 8,777 |
157,678 | 76,049 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Negative |
goodwill |
£ |
COST |
At 1st October 2023 |
and 30th September 2024 | (2,106,214 | ) |
AMORTISATION |
At 1st October 2023 |
and 30th September 2024 | (2,106,214 | ) |
NET BOOK VALUE |
At 30th September 2024 | - |
At 30th September 2023 | - |
11. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings |
£ | £ | £ |
COST |
At 1st October 2023 | 144,834 | 911,240 | 218,653 |
Additions | - | 56,346 | 3,025 |
Disposals | - | (113,497 | ) | - |
At 30th September 2024 | 144,834 | 854,089 | 221,678 |
DEPRECIATION |
At 1st October 2023 | 90,771 | 198,752 | 159,668 |
Charge for year | 13,770 | 89,460 | 12,048 |
Eliminated on disposal | - | (66,370 | ) | - |
At 30th September 2024 | 104,541 | 221,842 | 171,716 |
NET BOOK VALUE |
At 30th September 2024 | 40,293 | 632,247 | 49,962 |
At 30th September 2023 | 54,063 | 712,488 | 58,985 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
11. | TANGIBLE FIXED ASSETS - continued |
Group |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1st October 2023 | 793,638 | 228,953 | 2,297,318 |
Additions | 240,246 | 13,109 | 312,726 |
Disposals | (438,605 | ) | - | (552,102 | ) |
At 30th September 2024 | 595,279 | 242,062 | 2,057,942 |
DEPRECIATION |
At 1st October 2023 | 281,603 | 204,897 | 935,691 |
Charge for year | 149,035 | 19,706 | 284,019 |
Eliminated on disposal | (260,563 | ) | - | (326,933 | ) |
At 30th September 2024 | 170,075 | 224,603 | 892,777 |
NET BOOK VALUE |
At 30th September 2024 | 425,204 | 17,459 | 1,165,165 |
At 30th September 2023 | 512,035 | 24,056 | 1,361,627 |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 1st October 2023 | 876,652 | 741,128 | 1,617,780 |
Additions | 20,997 | 232,094 | 253,091 |
Disposals | (113,497 | ) | (395,865 | ) | (509,362 | ) |
At 30th September 2024 | 784,152 | 577,357 | 1,361,509 |
DEPRECIATION |
At 1st October 2023 | 178,249 | 250,455 | 428,704 |
Charge for year | 81,359 | 147,451 | 228,810 |
Eliminated on disposal | (66,370 | ) | (235,103 | ) | (301,473 | ) |
At 30th September 2024 | 193,238 | 162,803 | 356,041 |
NET BOOK VALUE |
At 30th September 2024 | 590,914 | 414,554 | 1,005,468 |
At 30th September 2023 | 698,403 | 490,673 | 1,189,076 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1st October 2023 |
and 30th September 2024 |
NET BOOK VALUE |
At 30th September 2024 |
At 30th September 2023 |
Subsidiary undertakings |
The following were direct trading subsidiary undertakings of Phoenix UK Group Limited at the year end: |
Name | Business | Class of shares | Holding |
Phoenix Brickwork (UK) Limited | Masonry, drywall and steel framing. | Ordinary | 100% |
Ordinary A1 | 0% |
Ordinary A2 | 0% |
Ordinary A3 | 0% |
Ordinary A4 | 0% |
Ordinary A5 | 0% |
Ordinary A6 | 0% |
Phoenix Drywall (UK) Limited | Drywall and steel framing. | Ordinary A | 100% |
Ordinary B | 0% |
Phoenix UK Group Limited owns 25% of the overall share capital of Phoenix Drywall (UK) Limited. Phoenix UK Group Limited has control over Phoenix Drywall (UK) Limited by way of Founder Consent provisions. |
The registered office address for all subsidiaries is Unit 2 Plymouth Avenue, Brookhill Industrial Estate, Pinxton, Derbyshire, England, NG16 6RA. |
All subsidiaries are included in the consolidated accounts. |
The subsidiary Phoenix Drywall (UK) Limited, Registered Number 08022496, has taken advantage of exemption from audit under section 479A of the Companies Act 2006 in its individual accounts as a result of Phoenix UK Group Limited providing a statutory guarantee under section 479C in respect of Phoenix Drywall (UK) Limited's outstanding liabilities as at 30th September 2024. |
13. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stocks | 5,000 | 5,000 |
Stocks comprise of finished goods. |
Stocks with a value of £5,000 (2023: £5,000) have been pledged as security for liabilities of the group. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
14. | DEBTORS |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 1,366,763 | 1,262,471 |
Bad debt provision | (24,343 | ) | (50,894 | ) | - | - |
Amounts owed by group undertakings | - | - |
Amounts recoverable on contract | 1,426,233 | 2,019,675 |
Other debtors | 43,462 | 66,003 |
Related company loan | 2,657,465 | 2,010,984 | - | - |
Tax | 3,925 | 335,309 |
VAT | 159,237 | 131,011 |
Prepayments | 173,785 | 196,909 |
5,806,527 | 5,971,468 |
Amounts falling due after more than one | year: |
Other debtors | 62,000 | 86,539 |
Aggregate amounts | 5,868,527 | 6,058,007 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 297,361 | 233,333 |
Other loans (see note 17) | 174,251 | 519,486 |
Hire purchase contracts (see note 18) | 164,412 | 188,977 |
Payments on account | 780,956 | 222,565 |
Trade creditors | 1,494,747 | 2,583,935 |
Amounts owed to group undertakings | - | - |
Tax | 378,770 | - |
Social security and other taxes | 145,778 | 208,369 |
Other creditors | 136,853 | 306,465 |
Related company loan | 18,181 | 19,181 | 18,181 | 18,181 |
Accruals and deferred income | 342,721 | 382,775 |
3,934,030 | 4,665,086 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Bank loans (see note 17) | 150,000 | 399,651 |
Other loans (see note 17) | 138,333 | 276,270 |
Hire purchase contracts (see note 18) | 263,504 | 220,143 |
551,837 | 896,064 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 297,361 | 233,333 |
Other loans | 174,251 | 519,486 |
471,612 | 752,819 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 150,000 | 219,444 |
Other loans - 1-2 years | 70,000 | 167,935 |
220,000 | 387,379 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | - | 180,207 |
Other loans - 2-5 years | 68,333 | 108,335 |
68,333 | 288,542 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year | 164,412 | 188,977 |
Between one and five years | 263,504 | 210,484 |
In more than five years | - | 9,659 |
427,916 | 409,120 |
Group |
Non-cancellable operating | leases |
2024 | 2023 |
£ | £ |
Within one year | 35,001 | 39,931 |
Between one and five years | - | 10,334 |
35,001 | 50,265 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2024 | 2023 |
£ | £ |
Hire purchase contracts | 427,916 | 409,120 |
Bank loans | 363,333 | 632,984 |
Other loans | 312,584 | 721,509 |
1,103,833 | 1,763,613 |
Bank loans of £330,000 (2023: £580,207) are secured by way of a debenture, borrowed under the Coronavirus Business Interruption Loan Scheme from the UK Government and a guarantee and debenture given by the group and other related companies. |
Bank loans of £nil (2023: £52,777) are secured over the assets to which they relate. |
Bank loans of £33,333 are secured by way of a personal guarantee given by the director. |
The hire purchase contracts are secured over the assets to which they relate. |
Other loans of £5,625 (2023: £275,404) are secured by way of a personal guarantee given by the director. |
Other loans of £208,333 (2023: £208,333) are secured by way of a debenture, borrowed under the Coronavirus Business Interruption Loan Scheme from the UK Government. |
Other loans of £98,626 (2023: £237,772) are secured over the assets to which they relate. |
20. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 98,996 | 142,035 |
Group |
Deferred |
tax |
£ |
Balance at 1st October 2023 | 142,035 |
Credit to Income Statement during year | (43,039 | ) |
On acquisition of subsidiaries |
Balance at 30th September 2024 | 98,996 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal value: |
2024 | 2023 |
100 | Ordinary | £1 | 100 | 100 |
3 | Ordinary A1 | £1 | 3 | 3 |
1 | Ordinary A2 | £1 | 1 | 1 |
1 | Ordinary A3 | £1 | 1 | 1 |
1 | Ordinary A4 | £1 | 1 | 1 |
1 | Ordinary A5 | £1 | 1 | 1 |
107 | 107 |
During the previous year, 3 Ordinary A1 shares of £1 each were allotted and fully paid at par value. |
During the previous year, 1 Ordinary A2 share of £1 was allotted and fully paid at par value. |
During the previous year, 1 Ordinary A3 share of £1 was allotted and fully paid at par value. |
During the previous year, 1 Ordinary A4 share of £1 was allotted and fully paid at par value. |
During the previous year, 1 Ordinary A5 share of £1 was allotted and fully paid at par value. |
The rights of the shares are as follows: |
Each holder of Ordinary Shares, A1 Shares, A2 Shares, A3 Shares, A4 Shares and A5 Shares shall be entitled to receive notice of, attend and vote at general meetings of the company. Each share is entitled to one vote in any circumstances. |
Dividends may be declared on one or several classes of shares to the exclusion of any class or classes and dividends at different rates may be declared on the respective classes of shares. |
Upon an Exit Event, the Exit Proceeds shall be applied on the following basis and in the following order of priority: |
Firstly, in paying to the holders of the Ordinary Shares, an aggregate amount up to but not exceeding £800,000, which shall be distributed to the holders of the Ordinary Shares pro rata to the amount paid up on the Ordinary Shares held by each such holder. |
Secondly, in distributing the balance to the holders of the Ordinary Shares, A1 Shares, A2 Shares, A3 Shares, A4 Shares and A5 Shares pro rata to the amount paid up on those shares held by each such holder. |
22. | RESERVES |
Group |
Retained | Share-based |
earnings | payments | Totals |
£ | £ | £ |
At 1st October 2023 | 2,462,451 | 50,084 | 2,512,535 |
Profit for the year | 1,018,063 | 1,018,063 |
Dividends | (157,678 | ) | (157,678 | ) |
Equity settled share-based |
payments | - | 68,736 | 68,736 |
Changes in ownership interests in subsidiaries |
(88,052 |
) |
- |
(88,052 |
) |
At 30th September 2024 | 3,234,784 | 118,820 | 3,353,604 |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
22. | RESERVES - continued |
Company |
Retained | Share-based |
earnings | payments | Totals |
£ | £ | £ |
At 1st October 2023 | 1,501 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Equity settled share-based |
payments | - | 12,158 | 12,158 |
At 30th September 2024 | 30,643 |
23. | PENSION COMMITMENTS |
The group contributes to defined contribution pension schemes for their directors and employees. There were unpaid contributions due at the end of the period in relation to the schemes amounting to £9,011 (2023: £7,776). The amount recognised as an expense in the year was £42,482 (2023: £13,783). |
24. | OTHER FINANCIAL COMMITMENTS |
The group has given cross guarantees to banks and other financial institutions for other related companies' debts. The debt guaranteed at 30 September 2024 amounted to £19,742 (2023: £31,117). |
25. | RELATED PARTY DISCLOSURES |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Key management personnel of the entity or its parent (in the aggregate) |
2024 | 2023 |
£ | £ |
Interest receivable | 625 | - |
Dividends paid to minority interest | 132,519 | 91,941 |
Dividends paid | 142,634 | 67,272 |
Provision of services from related party | 443,379 | 207,624 |
Share-based payments | 63,017 | 47,907 |
Amount due from related party | 27,160 | 50,000 |
Amount due to related party | - | 84,551 |
The amounts due from key management personnel of the entity or its parent are unsecured, with interest charged at HMRC approved rates and are repayable within nine months of the year end. |
The amounts due to key management personnel of the entity or its parent are unsecured, interest free and repayable on demand. |
PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
25. | RELATED PARTY DISCLOSURES - continued |
Other related parties |
2024 | 2023 |
£ | £ |
Management charges receivable | 262,959 | 71,122 |
Sale of assets | 184,093 | - |
Interest receivable | 9,004 | 2,048 |
Dividends paid to minority interest | 3,272 | 5,780 |
Dividends paid | 15,044 | 8,777 |
Hire of plant and machinery | 199,905 | 58,969 |
Rent and utility costs | 86,494 | 30,348 |
Motor and travel expenses | 101,654 | 33,306 |
Provision of services from related party | 797,898 | 110,216 |
Share based payments | 5,719 | 2,177 |
Amounts due from related party | 3,099,475 | 2,141,091 |
Amounts due to related party | 183,139 | 347,464 |
Included within the amounts due from other related parties is £78,000 (2023: £102,555) in relation to a loan to the related party which is unsecured, with interest charged at 3.25% above the base rate of Royal Bank of Scotland PLC and is repayable in instalments over the next 5 years (2023: 6 years). |
The other amounts due from and to other related parties are unsecured, interest free and repayable on demand. |
26. | POST BALANCE SHEET EVENTS |
Since the year end, on 29/11/24, Phoenix UK Group Limited acquired 100 £1 Ordinary B shares in a subsidiary, Phoenix Drywall (UK) Limited, for consideration of £50,000. |
Since the year end, on 02/10/24, a new subsidiary company was incorporated, Brick Care Ltd. |
27. | ULTIMATE CONTROLLING PARTY |
During the prior year until 7th June 2023, the parent company was BMH Group Holdings Limited (formerly known as Phoenix UK Group Limited). Since 7th June 2023, there is no parent company. |
The ultimate controlling party is Mr C P Watson. |
28. | SHARE-BASED PAYMENT TRANSACTIONS |
During the previous year, Ordinary A shares were allotted by the company and the group at par value. The expected future sale price (Good Leaver Price) of the shares is linked to the shareholder being a Good Leaver and therefore the continued provision of services, as well as being subject to a Hurdle Value. The equity settled scheme's grant date is therefore based on the expected exit event date, estimated as being the retirement of the shareholders. |
The value of the equity instruments granted at the balance sheet date is based on the Good Leaver Price at the balance sheet date as defined by the companies' Memorandum and Articles of Association, divided by the vesting period, being the expected number of years until the grant date. |