Company Registration No. 10889758 (England and Wales)
PThreeFive Limited
Unaudited financial statements
for the year ended 5 April 2025
Pages for filing with the registrar
PThreeFive Limited
Contents
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 8
PThreeFive Limited
Statement of financial position
As at 5 April 2025
1
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
1,522
Investments
5
67,596,460
39,066,445
67,597,982
39,066,445
Current assets
Debtors
7
82,713
154,569
Cash at bank and in hand
315,708
64,713
398,421
219,282
Creditors: amounts falling due within one year
8
(61,810,255)
(29,301,531)
Net current liabilities
(61,411,834)
(29,082,249)
Total assets less current liabilities
6,186,148
9,984,196
Provisions for liabilities
(640,000)
Net assets
6,186,148
9,344,196
Capital and reserves
Called up share capital
10
1,000,000
1,000,000
Profit and loss reserves
5,186,148
8,344,196
Total equity
6,186,148
9,344,196
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 5 April 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
PThreeFive Limited
Statement of financial position (continued)
As at 5 April 2025
2
The financial statements were approved by the board of directors and authorised for issue on 5 December 2025 and are signed on its behalf by:
Mark Robertshaw
Director
Company Registration No. 10889758
PThreeFive Limited
Notes to the financial statements
For the year ended 5 April 2025
3
1
Accounting policies
Company information
PThreeFive Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Queen Victoria Street, London, EC4V 4BE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.3
Fixed asset investments
Interests in investments, excluding subsidiaries, are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.
1.4
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
PThreeFive Limited
Notes to the financial statements (continued)
For the year ended 5 April 2025
1
Accounting policies (continued)
4
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
PThreeFive Limited
Notes to the financial statements (continued)
For the year ended 5 April 2025
1
Accounting policies (continued)
5
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
PThreeFive Limited
Notes to the financial statements (continued)
For the year ended 5 April 2025
6
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 6 April 2024
749
Additions
1,522
At 5 April 2025
2,271
Depreciation and impairment
At 6 April 2024 and 5 April 2025
749
Carrying amount
At 5 April 2025
1,522
At 5 April 2024
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
1
1
Other investments other than loans
67,596,459
39,066,444
67,596,460
39,066,445
PThreeFive Limited
Notes to the financial statements (continued)
For the year ended 5 April 2025
5
Fixed asset investments (continued)
7
Fixed asset investments revalued
All listed investments are marked to market as at 5 April 2024.
Fixed asset investments not carried at market value
Unquoted investments are held at historic cost less impairment.
Movements in fixed asset investments
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 6 April 2024
1
39,066,444
39,066,445
Additions
-
65,849,689
65,849,689
Valuation changes
-
(4,983,321)
(4,983,321)
Disposals
-
(32,336,353)
(32,336,353)
At 5 April 2025
1
67,596,459
67,596,460
Carrying amount
At 5 April 2025
1
67,596,459
67,596,460
At 5 April 2024
1
39,066,444
39,066,445
6
Subsidiaries
Details of the company's subsidiaries at 5 April 2025 are as follows:
Name of undertaking
Address
Class of shares held
% Held
Direct
Indirect
TedRock Advisory Limited
1
Ordinary share
100.00
-
Registered office addresses (all UK unless otherwise indicated):
1
71 Queen Victoria Street, London, EC4V 4BE
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
82,713
Deferred tax asset
154,569
82,713
154,569
PThreeFive Limited
Notes to the financial statements (continued)
For the year ended 5 April 2025
8
8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
2,599,619
Amounts owed to group undertakings
1
50,001
Corporation tax
104,766
Other creditors
61,705,488
26,651,911
61,810,255
29,301,531
9
Loans and overdrafts
2025
2024
£
£
Bank loans
2,599,619
Loans from group undertakings and related parties
61,692,810
26,640,381
61,692,810
29,240,000
Payable within one year
61,692,810
29,240,000
The company has a secured bank loans of £nil (2024: £2,599,619 ). The loans were repaid in full in the year, previously they had been secured over listed investments. The rates of interest applicable to the above loan was base rate plus 1.35%.
The company has unsecured interest free loan notes with the directors which are repayable on demand. The outstanding value at the year end is £61,789,017.
10
Called up share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
850,000 Ordinary A shares of £1 each
850,000
850,000
50,000 Ordinary B shares of £1 each
50,000
50,000
50,000 Ordinary C shares of £1 each
50,000
50,000
50,000 Ordinary D shares of £1 each
50,000
50,000
1,000,000
1,000,000
11
Related party transactions
During the year the directors added funds to the company via loan notes of value £35,582,306 (2024: £nil) and a subsequent repayment of £529,878 (2024: £99,000). At the year end the company owed both of its directors a combined value of £61,692,810 (2024: £26,640,381) in respect of interest free loan notes. These loan notes are deemed to be repayable on demand.