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# PRIMARY GROUP (UK) LIMITED

## Company Registration Number:
03194215 (England and Wales)

## Unaudited statutory accounts for the year ended 31 March 2025

## Period of accounts

## Start date: 1 April 2024

## End date: 31 March 2025

# PRIMARY GROUP (UK) LIMITED

## Contents of the Financial Statements

for the Period Ended 31 March 2025

Profit and loss |
Balance sheet |
Additional notes |
Balance sheet notes |

# PRIMARY GROUP (UK) LIMITED

## Profit And Loss Account

for the Period Ended 31 March 2025

| 2025 | 2024
--- | --- | ---
| £ | £
Turnover: | 1,149 | 2,213
Gross profit(or loss): | 1,149 | 2,213
Administrative expenses: | ( 2,006 ) | ( 4,231 )
Other operating income: |  | 26,855
Operating profit(or loss): | (857) | 24,837
Interest receivable and similar income: | 5 | 45
Profit(or loss) before tax: | (852) | 24,882
Tax: | ( 116 ) | 83
Profit(or loss) for the financial year: | (968) | 24,965

# PRIMARY GROUP (UK) LIMITED

## Balance sheet

As at 31 March 2025

| Notes | 2025 | 2024
--- | --- | --- | ---
|  | £ | £
Fixed assets
Tangible assets: | 3 | 4 | 117
Total fixed assets: |  | 4 | 117
Current assets
Debtors: | 4 | 25,519 | 34,725
Cash at bank and in hand: |  | 161 | 46
Total current assets: |  | 25,680 | 34,771
Creditors: amounts falling due within one year: | 5 | ( 4,062 ) | ( 1,798 )
Net current assets (liabilities): |  | 21,618 | 32,973
Total assets less current liabilities: |  | 21,622 | 33,090
Total net assets (liabilities): |  | 21,622 | 33,090
Capital and reserves
Called up share capital: |  | 2 | 2
Other reserves: |  | 18,500 | 29,000
Profit and loss account: |  | 3,120 | 4,088
Total Shareholders' funds: |  | 21,622 | 33,090

The notes form part of these financial statements

# PRIMARY GROUP (UK) LIMITED

## Balance sheet statements

For the year ending 31 March 2025 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

This report was approved by the board of directors on 31 March 2026
and signed on behalf of the board by:

Name: Mr S Welch
Status: Director

The notes form part of these financial statements

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

- ## 1. Accounting policies

  Basis of measurement and preparation

  These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

  Turnover policy

  Turnover comprises amounts receivable in respect of the provision of group management services and interest receivable and similar income from group loans. Turnover is reported net of any value added tax. Interest income is recognised as earned on an accrual basis.

  Tangible fixed assets depreciation policy

  Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is calculated on cost and written off on a straight-line basis over their estimated useful lives. Estimated useful lives used: Leasehold improvements are depreciated over the remaining lease period. Computer equipment has an estimated useful life of 4 years.

  Other accounting policies

  Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Pensions The Company operates a contributory personal pension plan covering the majority of permanent employees. The assets of the plan are held separately from those of the Company in independently administered funds for individual members of staff. The plan is funded by contributions that are charged to the income statement as incurred in accordance with the employment contract of each director or employee. Financial instruments Basic financial assets and liabilities, including trade and other receivables and payables are recognised at transaction price less any impairment. Where these financial instruments constitute a financing transaction, such as a loan, the transaction is initially measured at fair value, net of transaction costs and subsequently measured at amortised cost, less any impairment. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the year end date. Borrowing costs are recognised as an expense in the year in which they are charged. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. Other reserves: Preference shares Preference shares that are wholly classified as equity instruments are measured at the fair value of the cash or other resources receivable, net of direct costs of issuing the preference shares. The Company has no obligation to deliver cash or another financial asset. Any dividends are shown as a distribution of profit.

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

- ## 2. Employees

  | 2025 | 2024
  --- | --- | ---
  Average number of employees during the period | 6 | 14

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

## 3. Tangible assets

| Land & buildings | Plant & machinery | Fixtures & fittings | Office equipment | Motor vehicles | Total
--- | --- | --- | --- | --- | --- | ---
Cost | £ | £ | £ | £ | £ | £
At 1 April 2024 | 141 |  |  | 30 |  | 171
Additions |  |  |  |  |  |
Disposals | ( 141 ) |  |  | ( 4 ) |  | ( 145 )
Revaluations |  |  |  |  |  |
Transfers |  |  |  |  |  |
At 31 March 2025 | 0 |  |  | 26 |  | 26
Depreciation |  |  |  |  |  |
At 1 April 2024 | 33 |  |  | 21 |  | 54
Charge for year | 26 |  |  | 4 |  | 30
On disposals | ( 59 ) |  |  | ( 3 ) |  | ( 62 )
Other adjustments |  |  |  |  |  |
At 31 March 2025 | 0 |  |  | 22 |  | 22
Net book value |  |  |  |  |  |
At 31 March 2025 | 0 |  |  | 4 |  | 4
At 31 March 2024 | 108 |  |  | 9 |  | 117

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

## 4. Debtors

| 2025 | 2024
--- | --- | ---
| £ | £
Prepayments and accrued income | 3 | 74
Other debtors | 25,516 | 34,651
Total | 25,519 | 34,725
Debtors due after more than one year: |  | 9,500

£25,466,000 (2024: £14,488,000) included within Other debtors relates to amounts owed by a fellow group subsidiary and as at 31 March 2024 is repayable on demand. As at 31 March 2024 £9,575,000 falling due less than one year relates to a loan provided to the parent that is short term in nature. A capital reduction of £10,500,000 was enacted 11 December 2024 that effectively repaid this balance in full.

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

## 5. Creditors: amounts falling due within one year note

| 2025 | 2024
--- | --- | ---
| £ | £
Taxation and social security | 47 | 53
Accruals and deferred income | 185 | 200
Other creditors | 3,830 | 1,545
Total | 4,062 | 1,798

Within Other creditors is £3,716,000 (2024: £1,283,000) relating to amounts owed to group undertakings. As at the year end, amounts owed to related parties are unsecured, interest free and repayable on demand. Within accruals and deferred income is £143,000 (2024: £133,000) relating to deferred former Directors salaries.

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

## 6. Financial Commitments

Pension commitments The Company operates a contributory personal pension plan. The assets of the plan are held separately from those of the Company in independently administered funds. The pension cost charge represents contributions payable by the Company to the plan and the amount contributed during the year to 31 March 2025 was £124,000 (2024: £132,000). Other commitments At 31 March 2024 £245,000 was due within one year and £153,000 due within two-five years relating to rent lease commitments. Commitments were settled in full as at 31 March 2025.

# PRIMARY GROUP (UK) LIMITED

## Notes to the Financial Statements

for the Period Ended 31 March 2025

## 7. Off balance sheet arrangements

Ultimate controlling party The immediate parent undertaking is Primary Group Limited. The ultimate holding company at the date on which the financial statements were approved was Primary Group Holdings 1 Limited, a company incorporated in Bermuda. In the opinion of the directors, at the date on which the financial statements were approved, the ultimate controlling party was Mr P W H James. In December 2025, joint provisional liquidators were appointed to Primary Group Limited, the Company's ultimate parent undertaking incorporated in Bermuda, as part of a court-sanctioned corporate restructure. The Company is a wholly owned subsidiary of Primary Group Limited and its principal activities are the facilitation of loans to fellow UK based subsidiaries and the provision of management services to Primary Group Limited. £25,519,000 of Other debtors relating to amounts owed by related parties is secured by a bank facility owed by the parent. This security has been called in after the date of these financial statements.