Company registration number 08130509 (England and Wales)
P3P FINANCE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
P3P FINANCE LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
P3P FINANCE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
2024
as restated
Notes
£
£
£
£
Current assets
Trade and other receivables falling due after more than one year
4
7,433,402
11,047,376
Trade and other receivables falling due within one year
4
62,175,981
43,572,301
Cash and cash equivalents
1,500,687
1,041
71,110,070
54,620,718
Current liabilities
5
(88,765,804)
(65,316,557)
Net current liabilities
(17,655,734)
(10,695,839)
Non-current liabilities
6
-
0
(6,059,037)
Net liabilities
(17,655,734)
(16,754,876)
Equity
Called up share capital
7
102
102
Retained earnings
(17,655,836)
(16,754,978)
Total equity
(17,655,734)
(16,754,876)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 12 March 2026 and are signed on its behalf by:
A Bartho
Director
Company registration number 08130509 (England and Wales)
P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
1
Accounting policies
Company information

P3P Finance Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 5 Fleet Place, London, EC4M 7RD.

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 a mounts 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
Going concern

The financial statements have been prepared on a going concern basis. At 31 March 2025, the company had net liabilities of £17,655,734 (2024: £16,754,876) and net current liabilities of £17,655,734 (2024: £10,695,839).

The ultimate parent entity has signed heads of terms for a wider P3P group reorganisation which will facilitate the refinancing of the company’s existing debt. However, the finalisation of these arrangements is expected to take place after the date of approval of these financial statements.

The directors have prepared cash flow forecasts which indicate that the company will be able to meet its obligations as they fall due for at least 12 months from the date of approval of these financial statements, based on the continued support of the lender and the successful completion of the refinancing arrangements. Nevertheless, the timing and outcome of these negotiations represent a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern.

The financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.

1.3
Revenue

Revenue represents interest and fees receivable on loans and advances. Revenue is recognised to the extent that it is probable that economic benefits will flow into the c ompany and arises solely in the United Kingdom.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

1.5
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.

P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 3 -
Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 trade and other payables, and loans from connected companies, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
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.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
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. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.

1.8

Exceptional items

Exceptional items are material items that derive from events or transactions that fall within the ordinary activities of the reporting entity and which, due to their size or incidence, require separate disclosure to provide a true and fair view of the financial performance of the entity. Exceptional items are disclosed separately in the financial statements to ensure clarity and transparency.

2
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
0
0
P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
4
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
62,175,980
43,572,198
Amounts owed by undertakings in which the company has a participating interest
1
103
62,175,981
43,572,301
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
7,433,402
11,047,376
Total debtors
69,609,383
54,619,677

Included within loans and advances falling due after more than one year is a loan of £nil (2024: £4,071,635) due from P3P Energy Management Selby Limited, and a loan of £1,131,484 (2024: £1,023,823) due from Isle of Wight Solar C.I.C. P3P Finance Limited has entered into a subordination deed with Santander UK plc in respect of these loans.

A subordinated balance of £4,494,323 (2024: £nil) due from P3P Energy Management Selby Limited is included within amounts falling due within less than one year.

Amounts owed by group undertakings due within one year are interest bearing at a rate of 0-15% per annum, unsecured and repayable on demand.

5
Current liabilities
2025
2024
£
£
Bank loans
4,498,179
-
0
Other borrowings
5,000,000
5,000,000
Trade payables
-
0
9,000
Amounts owed to group undertakings
78,158,864
59,479,878
Amounts owed to undertakings in which the company has a participating interest
570,874
66,351
Accruals and deferred income
537,887
761,328
88,765,804
65,316,557

Amounts due to fellow group undertakings are interest bearing at a rate of 0-15% per annum, unsecured and repayable on demand.

The bank loan is secured by way of fixed and floating charges over the assets of the company.

P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
6
Non-current liabilities
2025
2024
Notes
£
£
Bank loans and overdrafts
-
0
2,987,250
Amounts owed to group undertakings
-
0
3,071,787
-
0
6,059,037
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
102
102
102
102

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 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.

Material uncertainty in relation to going concern

We draw attention to the going concern disclosure in Note 1.2 of the financial statements, which indicates that the company had net liabilities and net current liabilities at 31 March 2025. As stated in Note 1.2, the ultimate parent entity has signed heads of terms for a wider group reorganisation which will facilitate the financing of the company's existing debt, but the finalisation of these arrangements had not been completed at the date of approval of the financial statements. These conditions, along with the other matters set out in Note 1.2, indicate the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Senior Statutory Auditor:
Katherine Rose FCCA
Statutory Auditor:
BKL Audit LLP
Date of audit report:
16 March 2026
P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
9
Financial commitments, guarantees and contingent liabilities

P3P Finance Limited has provided Isle of Wight Solar C.I.C., a company under common control, a guarantee in respect of a bank loan amounting to £4m. The guarantee and any other liabilities due to the bank are secured against the company's assets by way of a fixed and floating charge.

P3P Finance Limited is one of several entities that have provided guarantees to fellow subsidiary undertakings for bank loans amounting to £14m. These guarantees and any other liabilities owed to the bank are secured against the company's assets through a fixed and floating charge.

P3P Finance Limited is one of several entities that have provided guarantees to fellow subsidiary undertakings for other loans amounting to £13m. These guarantees and any other liabilities owed to the lender are secured against the company's assets through a fixed and floating charge. Subsequent to the year end in October 2025, the loan was refinanced and the facility increased to £34m.

P3P Finance Limited has an obligation to pay a third party 25% of the net profits generated from the sale of a specific portfolio of development assets. As these projects are in the early stages of their development, any future liability cannot be measured reliably at this stage. Amounts recognised to date in respect of this arrangement are included within accruals; however, no further liability has been recognised beyond these balances, as the timing and quantum of future profits remain uncertain.

10
Related party transactions

The company has taken advantage of the exemption available in accordance with Section 1AC.35 of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

11
Parent company

During the year and prior year, the immediate parent undertaking was P3P Group Holdings Limited, a company incorporated in England and Wales with registered office First Floor, 5 Fleet Place, London, EC4M 7RD.

During the year and prior year, the ultimate parent undertaking was P3P Partners LLP, a limited liability partnership incorporated in England and Wales with registered office First Floor, 5 Fleet Place, London, EC4M 7RD. The results of P3P Finance Limited are included in the consolidated financial statements of P3P Partners LLP.

12
Prior period adjustment

Restatement of costs:

During the year, the entity reassessed the presentation of certain costs and reclassified £693,147 previously reported within finance costs to other operating income/(expenses). This reclassification had no impact on the loss for the financial period and reported retained earnings, which remains unchanged.

Changes to the statement of financial position
As previously reported
Adjustment
As restated at 31 Mar 2024
£
£
£
Net assets
(16,754,876)
-
(16,754,876)
Capital and reserves
Total equity
(16,754,876)
-
(16,754,876)
P3P FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
12
Prior period adjustment
(Continued)
- 8 -
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
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