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.