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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: Mr C P Watson





SECRETARY: Mrs K A Rousell





REGISTERED OFFICE: Unit 2 Plymouth Avenue
Brookhill Industrial Estate
Pinxton
Derbyshire
NG16 6RA





REGISTERED NUMBER: 12280604 (England and Wales)





AUDITORS: Langdowns DFK Limited
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:





Mr C P Watson - Director


26th June 2025

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
Mr C P Watson held office during the whole of the period from 1st October 2023 to the date of this report.

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:





Mr C P Watson - Director


26th June 2025

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.




Graham Taylor (Senior Statutory Auditor)
for and on behalf of Langdowns DFK Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD

27th June 2025

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 1,141,109 2,745,177
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 12 200 200
200 200

CURRENT ASSETS
Debtors 14 61,383 60,503
Cash at bank and in hand 50,598 107
111,981 60,610
CREDITORS
Amounts falling due within one year 15 81,431 59,202
NET CURRENT ASSETS 30,550 1,408
TOTAL ASSETS LESS CURRENT
LIABILITIES

30,750

1,608

CAPITAL AND RESERVES
Called up share capital 21 107 107
Share-based payments 22 13,282 1,124
Retained earnings 22 17,361 377
30,750 1,608

Company's profit for the financial year 174,662 76,426

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)

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 100 - - 100

Changes in equity
Issue of share capital 7 - - 7
Dividends - (76,049 ) - (76,049 )
Total comprehensive income - 76,426 - 76,426
Equity settled share-based
payments - - 1,124 1,124
Balance at 30th September 2023 107 377 1,124 1,608

Changes in equity
Dividends - (157,678 ) - (157,678 )
Total comprehensive income - 174,662 - 174,662
Equity settled share-based
payments - - 12,158 12,158
Balance at 30th September 2024 107 17,361 13,282 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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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
The financial statements have been prepared under the historical cost convention.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Short leasehold - Over the remaining term of the lease
Plant and machinery - 25% on reducing balance, 25% straight line and 10% straight line
Fixtures and fittings - 20% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33.33% straight line

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
52 17

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 200
NET BOOK VALUE
At 30th September 2024 200
At 30th September 2023 200


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 - - 61,383 60,503
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 61,383 60,503

Amounts falling due after more than one year:
Other debtors 62,000 86,539 - -

Aggregate amounts 5,868,527 6,058,007 61,383 60,503

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 - 720
Amounts owed to group undertakings - - 50,000 -
Tax 378,770 - - -
Social security and other taxes 145,778 208,369 - -
Other creditors 136,853 306,465 - 28,901
Related company loan 18,181 19,181 18,181 18,181
Accruals and deferred income 342,721 382,775 13,250 11,400
3,934,030 4,665,086 81,431 59,202

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 377 1,124 1,501
Profit for the year 174,662 174,662
Dividends (157,678 ) (157,678 )
Equity settled share-based
payments - 12,158 12,158
At 30th September 2024 17,361 13,282 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.