PHSE International Limited 31/12/2024 iXBRL

Company registration number: 12628437

PHSE International Limited

Financial statements

31 December 2024

PHSE International Limited

Contents

Directors and other information

Directors report

Independent auditor's report to the member

Statement of comprehensive income

Statement of financial position

Statement of changes in equity

Notes to the financial statements

PHSE International Limited

Directors and other information


Directors	Graham Inglis
	Fedele De Vita	(appointed 29/01/2025)
	Fabio Mioli	(appointed 29/01/2025)


Company number	12628437


Registered office	1 Shepperton Marina
	Felix Lane
	Shepperton
	Middlesex
	TW17 8NS


Business address	Brooklands Close
	Sunbury on Thames
	Middlesex
	TW16 7DX


Auditor	Fairman Harris
	1 Landor Road
	London
	SW9 9RX


Accountant	Alan James & Associates
	1 Shepperton Marina
	Felix Lane
	Shepperton
	Middlesex
	TW17 8NS

PHSE International Limited

Directors report

Year ended 31 December 2024

The directors present their report and the financial statements of the company for the year ended 31 December 2024.

Directors

The directors who served the company during the year were as follows:


Graham Inglis

Directors responsibilities statement

The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgments and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

Small company provisions

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

Fabio Mioli

Director

PHSE International Limited

Independent auditor's report to the member of

PHSE International Limited

Year ended 31 December 2024

Qualified opinion

We have audited the financial statements of PHSE International Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, except for the effects of the matter described in the basis for qualified opinion section of our report, the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

The financial statements include an accrual of £173,278 in respect of long-term incentive bonuses. Based on our review of the relevant employment contracts and supporting documentation, we have concluded that the Company did not have a present obligation to pay these bonuses at the reporting date. Accordingly, this accrual does not meet the recognition criteria under FRS 102 Section 1A, and should not have been recognised as a liability or expense in the financial statements. Had the accrual not been recognised, liabilities would have been reduced by £173,278 and loss before tax decreased by the same amount. We were not provided with sufficient appropriate evidence that would justify this accrual. Our opinion on the financial statements is qualified due to this matter.

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 auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Conclusions relating to going concern

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

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

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

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and the returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor’s report 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the industry. - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, data protection, anti-money-laundering, employment, environmental and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management. - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in note 1 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Use of our report

This report is made solely to the company's member, 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 member those matters we are required to state to him in an auditors report 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

Fahreen Meghani (Senior Statutory Auditor)

For and on behalf of

Fairman Harris

Statutory Auditor

1 Landor Road

London

SW9 9RX

30 September 2025

PHSE International Limited

Statement of comprehensive income

Year ended 31 December 2024

		2024	2023
	Note	£	£


Turnover		3,056,798	2,905,776
Cost of sales		( 2,146,885)	( 2,076,104)
		_______	_______
Gross profit		909,913	829,672

Administrative expenses		( 1,222,440)	( 716,793)
		_______	_______
Operating (loss)/profit		( 312,527)	112,879

Interest payable and similar expenses		( 14,035)	( 9,445)
(Loss)/profit before taxation	5	( 326,562)	103,434

Tax on (loss)/profit		-	-
		_______	_______
(Loss)/profit for the financial year and total comprehensive income		( 326,562)	103,434
		_______	_______

All the activities of the company are from continuing operations.

PHSE International Limited

Statement of financial position

31 December 2024

		2024		2023
	Note	£	£	£	£

Fixed assets
Tangible assets		42,741		49,941
		_______		_______
			42,741		49,941

Current assets
Stocks		61,777		85,943
Debtors	7	1,166,421		671,499
Cash at bank and in hand		210,532		219,661
		_______		_______
		1,438,730		977,103
Creditors: amounts falling due
within one year	8	( 1,426,486)		( 653,186)
		_______		_______
Net current assets			12,244		323,917
			_______		_______
Total assets less current liabilities			54,985		373,858

Creditors: amounts falling due
after more than one year	9		( 760,116)		( 752,427)
			_______		_______
Net liabilities			( 705,131)		( 378,569)
			_______		_______

Capital and reserves
Called up share capital			2		2
Profit and loss account			( 705,133)		( 378,571)
			_______		_______
Shareholder deficit			( 705,131)		( 378,569)
			_______		_______

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

Fabio Mioli

Director

Company registration number: 12628437

PHSE International Limited

Statement of changes in equity

Year ended 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£


At 1 January 2023	2	( 482,005)	( 482,003)

(Loss)/profit for the year		103,434	103,434
	_______	_______	_______
Total comprehensive income for the year	-	103,434	103,434

	_______	_______	_______
At 31 December 2023 and 1 January 2024	2	( 378,571)	( 378,569)

(Loss)/profit for the year		( 326,562)	( 326,562)
	_______	_______	_______
Total comprehensive income for the year	-	( 326,562)	( 326,562)

	_______	_______	_______
At 31 December 2024	2	( 705,133)	( 705,131)
	_______	_______	_______

PHSE International Limited

Notes to the financial statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England & Wales. The address of the registered office is 1 Shepperton Marina, Felix Lane, Shepperton, Middlesex, TW17 8NS.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The company is dependent upon the continual financial support of its parent company PHSE S.R.L. The officers of that company have indicated that it's their intention to continue to support this company for the foreseeable future. Accordingly the accounts have been prepared on a going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Tangible assets

tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

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


Leasehold property	-	20 %	straight line
Plant and machinery	-	20 %	reducing balance
Fittings fixtures and equipment	-	15 %	reducing balance
Motor vehicles	-	25 %	reducing balance
Computer equipment	-	33.33 %	reducing balance

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit or loss in the period in which it arises.

4. Employee numbers

The average number of persons employed by the company during the year amounted to Nil (2023: 6 ).

5. Loss/profit before taxation

Loss/profit before taxation is stated after charging/(crediting):

	2024	2023
	£	£
Depreciation of tangible assets	11,349	12,855
Fees payable for the audit of the financial statements	8,000	7,500
	_______	_______

6. Tangible assets

	Freehold and leasehold properties	Plant and machinery	Fixtures, fittings and equipment	Motor vehicles	Computer and Office equipment	Total
	£	£	£	£	£	£
Cost
At 1 January 2024	6,049	3,558	48,371	17,947	20,991	96,916
Additions	-	-	402	-	3,747	4,149
	_______	_______	_______	_______	_______	_______
At 31 December 2024	6,049	3,558	48,773	17,947	24,738	101,065
	_______	_______	_______	_______	_______	_______
Depreciation
At 1 January 2024	3,630	1,608	17,383	10,419	13,935	46,975
Charge for the year	1,210	390	4,648	1,882	3,219	11,349
	_______	_______	_______	_______	_______	_______
At 31 December 2024	4,840	1,998	22,031	12,301	17,154	58,324
	_______	_______	_______	_______	_______	_______
Carrying amount
At 31 December 2024	1,209	1,560	26,742	5,646	7,584	42,741
	_______	_______	_______	_______	_______	_______
At 31 December 2023	2,419	1,950	30,988	7,528	7,056	49,941
	_______	_______	_______	_______	_______	_______

7. Debtors

	2024	2023
	£	£
Trade debtors	948,853	592,031
Other debtors	217,568	79,468
	_______	_______
	1,166,421	671,499
	_______	_______

8. Creditors: amounts falling due within one year

	2024	2023
	£	£
Trade creditors	943,473	536,059
Social security and other taxes	13,415	12,052
Other creditors	469,598	105,075
	_______	_______
	1,426,486	653,186
	_______	_______

9. Creditors: amounts falling due after more than one year

	2024	2023
	£	£
Other creditors	760,116	752,427
	_______	_______

10. Related party transactions

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

11. Controlling party

The company is a wholly owned subsidiary of PHSE S.r.l. a company incorporated in Italy.The ultimate controlling party is Mr Fedele De Vita .