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REGISTERED NUMBER: 12280604 (England and Wales)


























GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH SEPTEMBER 2025

FOR

PHOENIX UK GROUP LIMITED

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH SEPTEMBER 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Director 5

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


PHOENIX UK GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30TH SEPTEMBER 2025







DIRECTOR: Mr C P Watson





SECRETARY: Mrs K A Rousell





REGISTERED OFFICE: Unit 2 Plymouth Avenue
Brookhill Industrial Estate
Pinxton
Derbyshire
NG16 6RA





REGISTERED NUMBER: 12280604 (England and Wales)





AUDITORS: Shaw Gibbs (Audit) Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


The director presents his Group Strategic Report for Phoenix UK Group Limited (the "Company") and its subsidiary undertakings (together, the "Group") for the year ended 30 September 2025.

REVIEW OF THE BUSINESS

Phoenix UK Group Limited is the parent company of Phoenix Brickwork (UK) Limited and Phoenix Drywall (UK) Limited, together forming one of central England's established specialist contractors in masonry, drywall and steel framing systems. The Group also holds Brick Care Ltd, which remained dormant during the year.

The present Group structure follows the strategic demerger and restructuring completed in June 2023, which separated the former combined group into two independent groups: Phoenix UK Group Limited as parent of the Phoenix Brickwork and Phoenix Drywall businesses, and BMH Group Holdings Limited as parent of B M H Scaffolding Limited. Now into its second full year of trading within this clarified structure, the Group has continued to trade profitably, to reinvest in its operational asset base, and to deepen its relationships with the United Kingdom's leading main contractors.

Phoenix Brickwork (UK) Limited is a leading masonry, drywall and steel framing systems contractor, regularly securing work in association with the principal construction companies operating in the United Kingdom. The business delivers contracts of up to £5m in value, frequently spanning multiple years, across a diverse portfolio of commercial, refurbishment and residential schemes, including large-scale projects for public use such as prisons and hospitals.

During the year the business continued to pursue its strategy of securing fewer, but larger, contracts with main contractors in favoured geographies - many of which the business holds approved or preferred supply-chain status with - thereby concentrating resource on the most attractive opportunities and reducing the overhead associated with a high volume of concurrent sites.

Phoenix Drywall (UK) Limited is a prominent drywall and steel framing systems contractor, likewise working in association with the United Kingdom's major construction companies on contracts of up to £4m in value spanning multiple years, across commercial, refurbishment and residential workstreams. During the year the business focused on managing the mix of drywall and steel framing activity to a targeted split of turnover, optimising profitability without the need to expand its overhead base.

All operating companies within the Group demonstrated continued resilience over the period. Management remained close to clients and supply-chain partners, maintained rigorous standards of health and safety, and ensured minimal disruption to delivery. The Group ended the year profitable, with a sound net asset position, a materially reduced borrowings profile and an enlarged, modernised asset base from which to deliver its forward order book.

FINANCIAL PERFORMANCE

Key performance indicators
2025 2024
Turnover £15.9m £18.2m
Profit before tax £0.3m £1.9m
Gross profit margin 20.6% 27.5%
Profit before tax margin 1.8% 10.5%
Return on capital employed 9.4% 49.6%

Turnover for the year was £15.9m (2024: £18.2m). The movement reflects the Group's deliberate strategy of prioritising a smaller number of larger, higher-quality contracts, together with the natural phasing of major multi-year projects and a United Kingdom construction market that remained subdued during the period. The Group remained profitable throughout, delivering profit before tax of £0.3m (2024: £1.9m) and a profit for the financial year of £0.2m (2024: £1.1m).

Gross profit was £3.3m (2024: £5.0m), a gross margin of 20.6% (2024: 27.5%). The reduction in reported margin reflects contract mix and the continuing inflationary pressure on materials and labour experienced across the construction sector. The Group's centralised procurement function and disciplined commercial controls remain firmly focused on protecting and rebuilding margin as the contract base matures.







PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


Beneath the gross result, the Group made encouraging progress across a number of measures:

- Other operating income rose 21% to £0.36m (2024: £0.30m), reflecting growth in management charges and sundry receipts;
- Interest receivable increased markedly to £75,697 (2024: £10,346), reflecting improved returns on Group balances and intra-group financing;
- Finance costs were reduced by 27% to £176,033 (2024: £242,462) as the Group continued to pay down borrowings, including its Government-backed Coronavirus Business Interruption Loan Scheme facilities; and
- Distributions to the owners of the parent increased to £295,778 (2024: £157,678), underlining the Board's confidence in the underlying cash generation of the business.

Return on capital employed of 9.4% (2024: 49.6%) reflects the lower operating result for the year. The prior-year comparatives across all measures benefited from an exceptionally strong trading performance, and the directors regard the current-year position as a sound platform from which to grow.

The director considers the Group's financial position at the year end to be robust. Net assets stood at £3.4m (2024: £3.7m), the modest reduction being attributable to the increased distributions to shareholders made during the year. Cash balances reduced to £0.5m (2024: £1.2m), reflecting planned investment in work in progress and contract debtors as larger schemes progressed, together with the year's capital expenditure programme. The director continues to monitor working capital closely, with liquidity ratios and work-in-progress days reported and managed on an ongoing basis.

Investment in plant, equipment and capability

A defining feature of the year was the Group's further investment in its operational capability. Additions to tangible fixed assets were £243,757 (2024: £312,726), principally comprising investment in the Group's vehicle fleet (£206,503) alongside plant and machinery, fixtures and fittings, and computer equipment. This reinvestment renews and extends the asset base, supports safe and efficient delivery on site, and positions the Group to service larger and more complex contracts as activity levels recover.

Alongside this capital programme, the Group reduced its secured borrowings by 38% to £0.68m (2024: £1.10m), demonstrating the directors' commitment to a prudent and resilient capital structure. The Group also grew its workforce, with average headcount rising to 56 (2024: 52), reflecting continued investment in the skilled people on whom delivery depends.

PRINCIPAL RISKS AND UNCERTAINTIES

Cashflow and liquidity

Maintaining sufficient liquidity is fundamental to the business. The Group manages this risk through constant monitoring of liquidity ratios and work-in-progress days, refined procurement procedures with key performance indicators on supplier credit terms, and investment in back-office systems and software to support timely cash collection. Capital expenditure and borrowing are restricted to essential purposes only.

Inflationary and input-cost pressure

As contract costs are central to profitability, movements in the rate of inflation remain a key risk. The Group mitigates this by avoiding fixed-price commitments likely to result in losses, by recognising losses on contracts as soon as they are foreseen, and through the work of an experienced centralised procurement team that regularly assesses costs across the business.

Project management

The Group maintains strong controls over project spending, supported by improved real-time commercial reporting that enables management to respond quickly to issues on live projects. A company-wide ethos incentivises employees to control project costs and challenge non-essential spend.

Organisational and people risk

The Group maintains standards that exceed the requirements of United Kingdom law and holds a range of accreditations. Reward structures are linked to the performance of the Group, the business structure is reviewed regularly, and incentives are in place to retain key personnel. The Group invests heavily in operative and staff training to ensure legislative compliance, high safety standards and continued professional development.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


GROWTH AND EXPANSION

During the year, Phoenix Brickwork (UK) Limited continued to strengthen its reputation within the industry, winning larger contracts on the strength of its ability to deliver high-quality work to programme. The Group's standing as a trusted supplier within the construction supply chain was reinforced, positioning the businesses for further, well-controlled growth. There are no immediate plans to change the business model in the short term.

The Group's management team brings diverse expertise and experience, contributing to improved operational efficiency, enhanced customer service and effective resource allocation. The combination of selective contract pursuit, a renewed asset base and a strengthened balance sheet leaves the Group well placed to convert its forward pipeline into profitable activity.

FUTURE OUTLOOK

Looking ahead, the Group is well positioned for continued success. It will leverage its strong market presence, skilled workforce and technological capability to capture new opportunities, while continuing to assess its portfolio to ensure that only positive, well-priced projects are taken on.

Strategic focus will remain on sustainable growth, innovation and customer-centricity, supported by continued investment in good-quality resources and the systems that underpin delivery. With finance costs and borrowings materially reduced and the asset base renewed during the year, the directors view the outlook for the Group with confidence.

RESEARCH AND DEVELOPMENT

The Group continued to invest in research and development during the year. Phoenix Brickwork (UK) Limited progressed development of a bespoke in-house application enabling efficient and accurate real-time record keeping, with ongoing work to integrate the application with internal software - a long-term, continually evolving project that has been well received by internal users and clients alike.

The business also advanced research into fire barriers and protection for the brickwork trades, with testing completed during the year. Within the drywall division, fire testing was carried out jointly with a client to achieve product warranties. Qualifying expenditure supported a research and development tax credit recognised in the year.

ENGAGEMENT WITH STAKEHOLDERS

The director recognises that the long-term success of the Group depends on maintaining strong relationships with its key stakeholders. Close and regular communication is maintained with clients and supply-chain partners to ensure minimal disruption to delivery; employees are supported through training, development and performance-linked reward; and the Group works constructively with its lenders and advisers to maintain a prudent capital structure.

The Board considers the likely consequences of its decisions over the long term and the impact of the Group's operations on the wider community and environment in the conduct of the business.

ON BEHALF OF THE BOARD:





Mr C P Watson - Director


25th June 2026

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


The director presents his report with the financial statements of the company and the group for the year ended 30th September 2025.

DIVIDENDS
The total distribution of dividends for the year ended 30th September 2025 amounted to £295,778 (2024: £157,678).

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR
Mr C P Watson held office during the whole of the period from 1st October 2024 to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT
Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the Report of the Directors are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr C P Watson - Director


25th June 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PHOENIX UK GROUP LIMITED


Opinion
We have audited the financial statements of Phoenix UK Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th September 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30th September 2025 and of the group's profit 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 opinion
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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 this gives rise to a material misstatement in the financial statements themselves. 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PHOENIX UK GROUP LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PHOENIX UK GROUP LIMITED


Auditors' 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 a Report of the Auditors 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:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the group based upon our knowledge of the group, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006, compliance with Health and Safety Regulations, ISO certification and compliance via ISOcomply.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, reviewing legal and professional invoices and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

As group auditors we are required to communicate with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement of the group financial statements. The engagement partner considers that the engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PHOENIX UK GROUP LIMITED


Use of our report
This report is made solely to the company's members, 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 members those matters we are required to state to them in a Report of the Auditors 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 members as a body, for our audit work, for this report, or for the opinions we have formed.




Graham Taylor (Senior Statutory Auditor)
for and on behalf of Shaw Gibbs (Audit) Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD

25th June 2026

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30TH SEPTEMBER 2025

2025 2024
Notes £    £   

TURNOVER 15,943,932 18,191,383

Cost of sales 12,667,360 13,174,833
GROSS PROFIT 3,276,572 5,016,550

Administrative expenses 3,243,073 3,162,865
33,499 1,853,685

Other operating income 360,675 298,738
OPERATING PROFIT 5 394,174 2,152,423

Interest receivable and similar income 75,697 10,346
469,871 2,162,769

Interest payable and similar expenses 6 176,033 242,462
PROFIT BEFORE TAXATION 293,838 1,920,307

Tax on profit 7 52,001 779,198
PROFIT FOR THE FINANCIAL YEAR 241,837 1,141,109
Profit attributable to:
Owners of the parent 160,853 1,018,063
Non-controlling interests 80,984 123,046
241,837 1,141,109

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30TH SEPTEMBER 2025

2025 2024
Notes £    £   

PROFIT FOR THE YEAR 241,837 1,141,109


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

241,837

1,141,109

Total comprehensive income attributable to:
Owners of the parent 160,853 1,018,063
Non-controlling interests 80,984 123,046
241,837 1,141,109

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

CONSOLIDATED BALANCE SHEET
30TH SEPTEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 1,050,651 1,165,165
Investments 12 - -
1,050,651 1,165,165

CURRENT ASSETS
Stocks 13 5,000 5,000
Debtors 14 7,657,359 5,868,527
Cash at bank and in hand 524,850 1,234,162
8,187,209 7,107,689
CREDITORS
Amounts falling due within one year 15 5,054,838 3,934,030
NET CURRENT ASSETS 3,132,371 3,173,659
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,183,022

4,338,824

CREDITORS
Amounts falling due after more than one
year

16

(648,319

)

(551,837

)

PROVISIONS FOR LIABILITIES 20 (85,875 ) (98,996 )
NET ASSETS 3,448,828 3,687,991

CAPITAL AND RESERVES
Called up share capital 21 107 107
Share-based payments 22 111,572 118,820
Other reserves 22 (50,150 ) -
Retained earnings 22 3,033,276 3,234,784
3,094,805 3,353,711

NON-CONTROLLING INTERESTS 354,023 334,280
TOTAL EQUITY 3,448,828 3,687,991

The financial statements were approved by the director and authorised for issue on 25th June 2026 and were signed by:





Mr C P Watson - Director


PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

COMPANY BALANCE SHEET
30TH SEPTEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 160 200
160 200

CURRENT ASSETS
Debtors 14 108,964 61,383
Cash at bank and in hand 23,040 50,598
132,004 111,981
CREDITORS
Amounts falling due within one year 15 122,212 81,431
NET CURRENT ASSETS 9,792 30,550
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,952

30,750

CAPITAL AND RESERVES
Called up share capital 21 107 107
Share-based payments 22 8,864 13,282
Retained earnings 22 981 17,361
9,952 30,750

Company's profit for the financial year 279,398 174,662

The financial statements were approved by the director and authorised for issue on 25th June 2026 and were signed by:





Mr C P Watson - Director


PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30TH SEPTEMBER 2025

Called up
share Retained Share-based
capital earnings payments
£    £    £   
Balance at 1st October 2023 107 2,462,451 50,084

Changes in equity
Dividends - (157,678 ) -
Total comprehensive income - 1,018,063 -
Equity settled share-based
payments - - 68,736
Changes in ownership interests in
subsidiaries

-

(88,052

)

-
Balance at 30th September 2024 107 3,234,784 118,820

Changes in equity
Dividends - (295,778 ) -
Total comprehensive income - 160,853 -
Equity settled share-based
payments - - (7,248 )
Changes in ownership interests in
subsidiaries

-

(66,583

)

-
Balance at 30th September 2025 107 3,033,276 111,572
Other Non-controlling Total
reserves Total interests equity
£    £    £    £   
Balance at 1st October 2023 - 2,512,642 258,973 2,771,615

Changes in equity
Dividends - (157,678 ) (135,791 ) (293,469 )
Total comprehensive income - 1,018,063 123,046 1,141,109
Equity settled share-based
payments - 68,736 - 68,736
Changes in ownership interests in
subsidiaries

-

(88,052

)

88,052

-
Balance at 30th September 2024 - 3,353,711 334,280 3,687,991

Changes in equity
Dividends - (295,778 ) (267,764 ) (563,542 )
Total comprehensive income - 160,853 80,984 241,837
Equity settled share-based
payments - (7,248 ) - (7,248 )
Changes in ownership interests in
subsidiaries

-

(66,583

)

206,523

139,940
Consideration paid in excess of
non-controlling interest decrease

(50,150

)

(50,150

)

-

(50,150

)
Balance at 30th September 2025 (50,150 ) 3,094,805 354,023 3,448,828

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30TH SEPTEMBER 2025

Called up
share Retained Share-based Total
capital earnings payments equity
£    £    £    £   
Balance at 1st October 2023 107 377 1,124 1,608

Changes in equity
Dividends - (157,678 ) - (157,678 )
Total comprehensive income - 174,662 - 174,662
Equity settled share-based
payments - - 12,158 12,158
Balance at 30th September 2024 107 17,361 13,282 30,750

Changes in equity
Dividends - (295,778 ) - (295,778 )
Total comprehensive income - 279,398 - 279,398
Equity settled share-based
payments - - (4,418 ) (4,418 )
Balance at 30th September 2025 107 981 8,864 9,952

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH SEPTEMBER 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (92,005 ) 1,536,934
Interest paid (140,032 ) (203,299 )
Interest element of hire purchase payments
paid

(36,001

)

(39,163

)
Tax paid 206,029 (112,083 )
Net cash from operating activities (62,009 ) 1,182,389

Cash flows from investing activities
Purchase of tangible fixed assets (243,757 ) (59,635 )
Purchase of fixed asset investments (50,250 ) -
Sale of tangible fixed assets 108,452 247,455
Interest received 75,697 10,346
Net cash from investing activities (109,858 ) 198,166

Cash flows from financing activities
New loans in year 463,257 -
Loan repayments in year (543,229 ) (668,795 )
Capital repayments in year (33,973 ) (234,295 )
Subsidiary share issue 140,040 -
Equity dividends paid (295,778 ) (157,678 )
Dividends paid to minority interests (267,762 ) (135,791 )
Net cash from financing activities (537,445 ) (1,196,559 )

(Decrease)/increase in cash and cash equivalents (709,312 ) 183,996
Cash and cash equivalents at beginning
of year

2

1,234,162

1,050,166

Cash and cash equivalents at end of year 2 524,850 1,234,162

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 2024
£    £   
Profit before taxation 293,838 1,920,307
Depreciation charges 249,687 284,019
Loss/(profit) on disposal of fixed assets 131 (22,286 )
Share-based payments (7,248 ) 68,736
Finance costs 176,033 242,462
Finance income (75,697 ) (10,346 )
636,744 2,482,892
Increase in trade and other debtors (1,788,832 ) (364,470 )
Increase/(decrease) in trade and other creditors 1,060,083 (581,488 )
Cash generated from operations (92,005 ) 1,536,934

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30th September 2025
30.9.25 1.10.24
£    £   
Cash and cash equivalents 524,850 1,234,162
Year ended 30th September 2024
30.9.24 1.10.23
£    £   
Cash and cash equivalents 1,234,162 1,050,166


3. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.10.24 Cash flow At 30.9.25
£    £    £   
Net cash
Cash at bank and in hand 1,234,162 (709,312 ) 524,850
1,234,162 (709,312 ) 524,850
Debt
Finance leases (427,916 ) 33,973 (393,943 )
Debts falling due within 1 year (471,612 ) 188,783 (282,829 )
Debts falling due after 1 year (288,333 ) (108,811 ) (397,144 )
(1,187,861 ) 113,945 (1,073,916 )
Total 46,301 (595,367 ) (549,066 )

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


1. STATUTORY INFORMATION

Phoenix UK Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The acquisition method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Where merger relief is available, this is applied and accordingly the cost of the business combination is instead measured as the nominal value of the share capital issued in consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


3. ACCOUNTING POLICIES - continued

Significant judgements and estimates
Recognition of profit on long term contracts
Valuing amounts recoverable on long term contracts is considered a judgemental area in the process of applying the group's accounting policies and this potentially has a significant impact on amounts recognised in the financial statements.

This is considered a judgemental area due to the fact that some contracts are carried out over a long period of time and some go on long after the financial year has ended. As a result there are uncertainties with the final outcome of the contract and the stage of completion at the year end.

Profit recognition is based on an assessment of the overall profitability forecast on individual contracts. Losses are recognised as soon as they are foreseen. Profits are recognised by the directors when the outcome of the contract can be assessed with reasonable certainty. The profit recognised reflects that part of the total profit currently estimated to arise over the duration of the contract that fairly represents the profit attributable to work performed at the accounting date.

The group ensures that ample time and skill is allocated to ensure that the judgements and estimates made are as accurate and reliable as possible.

The group has been in this industry for many years and as such has very good knowledge and understanding of the industry and business to be able to gauge accurately the outcome of contracts in progress at the year end and the stage of completion at that date.

Goodwill
The determination of whether goodwill should be impaired requires the estimation of future cash flows and growth factors adapted by each cash generating unit. Furthermore, discount rates applied to these cash flows are determined by reference to the markets in which they operate. These factors are all affected by prevailing market and economic factors outside the group's control.

Investments
The group assess the carrying values of investments annually or more frequently if warranted by a change in
circumstances. If it is determined that the carrying values of investments cannot be recovered, the unrecoverable amounts are charged to the income statement. Recoverability is dependent upon assumptions and judgements regarding discount rates, future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets.

Amounts due from group undertakings
The group assesses the carrying value of amounts due from group undertakings annually or more frequently if warranted by a change in circumstances. If it is determined that the carrying values of these amounts cannot be recovered, the unrecoverable amounts are charged to the income statement. Recoverability is dependent upon assumptions and judgements regarding future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets.

Operating lease commitments
As a lessee, the group obtains the use of property, plant and equipment. The classification of such leases as
operating or finance lease requires the group to determine, based on an evaluation of the terms and conditions of the arrangement, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

Useful economic life of non-current assets
Management estimate the useful economic life of non-current assets based on the period over which the asset is expected to be used and provide for depreciation accordingly. Where an indication of impairment is identified the estimation of recoverable value requires estimation.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


3. ACCOUNTING POLICIES - continued

Turnover
Turnover represents amounts due on contracts completed in the year adjusted for turnover attributable to long term work in progress, excluding value added tax and trade discounts.

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with
reasonable certainty. The profit included is calculated to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value based on the percentage deemed complete by the assessment of the quantity surveyor for both the group and the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

Cumulative turnover is compared with total payments on account. If turnover exceeds payments on account, an amount recoverable on contract is recognised and separately disclosed within debtors.

If payments on account are greater than turnover to date, the excess is classified within creditors.

Turnover from a contract to provide services is recognised when all of the following conditions are satisfied:

- the amount of turnover can be measured reliably;
- it is probable that the group will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably;
and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Short leasehold - Over the remaining term of the lease
Plant and machinery - 25% on reducing balance, 25% straight line and 10% straight line
Fixtures and fittings - 20% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33.33% straight line

All fixed assets are initially recorded at cost.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
Basic financial instruments in debtors and creditors with no stated interest rate, and receivable or payable within one year are recorded at transactional price. Any losses arising from impairment are recognised in the income statement in other administrant expenses.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


3. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets that are held by the company under leases which transfer substantially all the risk and rewards of ownership are classified as being held under hire purchase or finance leases. Leases which do not transfer substantially all the risk and rewards of ownership are classified as operating leases.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such arrangements are included in creditors net of the finance charge allocated to future periods.

The finance element of the rental payment is charged to the statement of income and retained earnings so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Pension costs and other post-retirement benefits
Some group companies contribute to defined contribution pension schemes. Contributions payable to the pension scheme are charged to profit or loss in the period to which they relate.

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension
plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid, the group has no further payment obligations.

The contributions are recognised as an expense in the statement of income and retained earnings when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Provisions
Provisions are recognised when the group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefit will be required to settle the obligation and a reliable estimate can be made.

Share based payments
The group has entered into a share based payment arrangement in respect of equities issued. Share based payments are accounted for in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Share based payments are recognised in the Financial Statements on the basis of the fair value of the shares at the balance sheet date in consideration with the hurdle value, returns threshold and the fair value of the shares at the grant date.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


4. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 2,158,141 2,026,745
Social security costs 244,736 206,422
Other pension costs 47,257 42,482
2,450,134 2,275,649

The average number of employees during the year was as follows:
2025 2024

Production staff 19 18
Administrative staff 27 22
Management staff 10 12
56 52

2025 2024
£    £   
Director's remuneration 21,924 15,405
Director's pension contributions to money purchase schemes 170 170

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

5. OPERATING PROFIT

The profit is stated after charging/(crediting):

2025 2024
£ £
Hire of plant and machinery 501,884 545,239
Operating leases - land and buildings 24,667 37,000
Operating leases - other 17,447 14,972
Depreciation - owned assets 63,237 55,209
Depreciation - assets on hire purchase contracts 186,451 228,810
(Profit)/loss on disposal of fixed assets 131 (22,286)
Auditors' remuneration 47,550 45,250
Share-based payments (7,248) 68,736

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank loan interest 51,419 79,930
HMRC interest paid 12,630 -
Loan interest 75,983 100,899
Other finance interest - 22,470
Hire purchase 36,001 39,163
176,033 242,462

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 210,852 546,708
Over provision in prior year (113,152 ) 318
Research and development (32,578 ) 275,211
Total current tax 65,122 822,237

Deferred tax (13,121 ) (43,039 )
Tax on profit 52,001 779,198

UK corporation tax has been charged at 25 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 293,838 1,920,307
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

73,460

480,077

Effects of:
Expenses not deductible for tax purposes 13,213 6,448
Depreciation in excess of capital allowances 13,120 43,039
Utilisation of tax losses (66 ) -
Adjustments to tax charge in respect of previous periods (113,152 ) 318
Share based payments (1,812 ) 17,184
Temporary timing differences 58 (40 )

Deferred tax (13,121 ) (43,039 )
Research & Development tax credit (32,578 ) 275,211
Increase in tax losses 112,879 -
Total tax charge 52,001 779,198

The expected reversal of deferred tax liabilities in the succeeding period is £32,773 (2024: £53,795). This is in relation to the deferred tax liability recognised on accelerated capital allowances and other timing differences.

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


9. DIVIDENDS

2025 2024
£ £
Ordinary A1 shares of £1 each
Interim 162,652 99,632
Ordinary A2 shares of £1 each
Interim 67,386 43,002
Ordinary A3 shares of £1 each
Interim 25,051 -
Ordinary A4 shares of £1 each
Interim 3,638 -
Ordinary A5 shares of £1 each
Interim 37,051 15,044
295,778 157,678

10. INTANGIBLE FIXED ASSETS

Group
Negative
goodwill
£   
COST
At 1st October 2024
and 30th September 2025 (2,106,214 )
AMORTISATION
At 1st October 2024
and 30th September 2025 (2,106,214 )
NET BOOK VALUE
At 30th September 2025 -
At 30th September 2024 -

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


11. TANGIBLE FIXED ASSETS

Group
Fixtures
Short Plant and and
leasehold machinery fittings
£    £    £   
COST
At 1st October 2024 144,834 854,089 221,678
Additions - 5,584 21,017
Disposals - - -
At 30th September 2025 144,834 859,673 242,695
DEPRECIATION
At 1st October 2024 104,541 221,842 171,716
Charge for year 26,862 92,984 11,743
Eliminated on disposal - - -
At 30th September 2025 131,403 314,826 183,459
NET BOOK VALUE
At 30th September 2025 13,431 544,847 59,236
At 30th September 2024 40,293 632,247 49,962

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1st October 2024 595,279 242,062 2,057,942
Additions 206,503 10,653 243,757
Disposals (179,205 ) - (179,205 )
At 30th September 2025 622,577 252,715 2,122,494
DEPRECIATION
At 1st October 2024 170,075 224,603 892,777
Charge for year 107,128 10,971 249,688
Eliminated on disposal (70,622 ) - (70,622 )
At 30th September 2025 206,581 235,574 1,071,843
NET BOOK VALUE
At 30th September 2025 415,996 17,141 1,050,651
At 30th September 2024 425,204 17,459 1,165,165

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


11. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and Motor
machinery vehicles Totals
£    £    £   
COST
At 1st October 2024 784,152 577,357 1,361,509
Additions - 206,503 206,503
Disposals - (179,205 ) (179,205 )
At 30th September 2025 784,152 604,655 1,388,807
DEPRECIATION
At 1st October 2024 193,238 162,803 356,041
Charge for year 82,877 103,574 186,451
Eliminated on disposal - (70,622 ) (70,622 )
At 30th September 2025 276,115 195,755 471,870
NET BOOK VALUE
At 30th September 2025 508,037 408,900 916,937
At 30th September 2024 590,914 414,554 1,005,468

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st October 2024 200
Additions 50,310
Impairments (50,350 )
At 30th September 2025 160
NET BOOK VALUE
At 30th September 2025 160
At 30th September 2024 200


PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


12. FIXED ASSET INVESTMENTS - continued


Subsidiary undertakings

The following were direct trading subsidiary undertakings of Phoenix UK Group Limited at the year end:

Name Business Class of shares Holding
Phoenix Brickwork (UK) Limited Masonry, drywall and steel framing. Ordinary 100%
Ordinary A1 0%
Ordinary A2 0%
Ordinary A3 0%
Ordinary A4 0%
Ordinary A5 0%
Ordinary A6 0%
B Ordinary 0%

Phoenix Drywall (UK) Limited Drywall and steel framing. Ordinary A 100%
Ordinary B 0%

Brick Care Ltd Dormant company Ordinary A 100%
Ordinary B 0%
Ordinary C 0%

Phoenix UK Group Limited owns 50% of the overall share capital of Phoenix Drywall (UK) Limited. Phoenix UK Group Limited has control over Phoenix Drywall (UK) Limited by way of Founder Consent provisions.

During the year, on 29/11/24, the parent company bought 25% of the Ordinary B Shares in Phoenix Drywall (UK) Limited which were subsequently converted into Ordinary A Shares. The transaction did not result in a change of control of Phoenix Drywall (UK) Limited. The carrying amount of the non-controlling interest was adjusted to reflect the change in the parent’s interest in Phoenix Drywall (UK) Limited’s net assets. The difference of £50,150 between the amount by which the non-controlling interest was adjusted and the fair value of the consideration paid, has been recognised in Other reserves and is attributable to the equity holders of the parent.

Since the year end, the parent company bought a further 25% of the Ordinary B Shares in Phoenix Drywall (UK) Limited which were subsequently converted into Ordinary A Shares.

Following the further share purchase post year end in Phoenix Drywall (UK) Limited, the shareholders have decided to take the relevant steps to liquidate a subsidiary company, Phoenix Drywall (UK) Limited. The trade is being transferred to another subsidiary, Phoenix Brickwork (UK) Limited. As a result of this intention to liquidate the subsidiary, an impairment review was undertaken. Based on the financial position of the subsidiary, the directors decided to fully impair the investment in the subsidiary in the company's financial statements. As the trade is being transferred to another group company, this has no impact on the position of the group.

The registered office address for all subsidiaries is Unit 2 Plymouth Avenue, Brookhill Industrial Estate, Pinxton, Derbyshire, England, NG16 6RA.

All subsidiaries are included in the consolidated accounts.

The subsidiary Phoenix Drywall (UK) Limited, Registered Number 08022496, has taken advantage of exemption from audit under section 479A of the Companies Act 2006 in its individual accounts as a result of Phoenix UK Group Limited providing a statutory guarantee under section 479C in respect of Phoenix Drywall (UK) Limited's outstanding liabilities as at 30th September 2025.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


13. STOCKS

Group
2025 2024
£    £   
Stocks 5,000 5,000

Stocks comprise of finished goods.

Stocks with a value of £5,000 (2024: £5,000) have been pledged as security for liabilities of the group.

14. DEBTORS

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due within one year:
Trade debtors 1,679,642 1,366,763 - -
Bad debt provision (24,343 ) (24,343 ) - -
Amounts owed by group undertakings - - 108,964 61,383
Amounts recoverable on contract 2,183,132 1,426,233 - -
Other debtors 28,815 43,462 - -
Related company loan 3,464,344 2,657,465 - -
Tax 3,925 3,925 - -
VAT 108,711 159,237 - -
Prepayments and accrued income 167,133 173,785 - -
7,611,359 5,806,527 108,964 61,383

Amounts falling due after more than one year:
Other debtors 46,000 62,000 - -

Aggregate amounts 7,657,359 5,868,527 108,964 61,383

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans and overdrafts (see note 17) 150,000 297,361 - -
Other loans (see note 17) 132,829 174,251 - -
Hire purchase contracts (see note 18) 142,768 164,412 - -
Payments on account 429,237 780,956 - -
Trade creditors 2,677,478 1,494,747 - -
Amounts owed to group undertakings - - 50,000 50,000
Tax 649,921 378,770 - -
Social security and other taxes 62,643 145,778 - -
Other creditors 315,059 136,853 43,531 -
Related company loan 18,181 18,181 18,181 18,181
Accruals and deferred income 476,722 342,721 10,500 13,250
5,054,838 3,934,030 122,212 81,431

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2025 2024
£    £   
Bank loans (see note 17) - 150,000
Other loans (see note 17) 397,144 138,333
Hire purchase contracts (see note 18) 251,175 263,504
648,319 551,837

17. LOANS

An analysis of the maturity of loans is given below:

Group
2025 2024
£    £   
Amounts falling due within one year or on demand:
Bank loans 150,000 297,361
Other loans 132,829 174,251
282,829 471,612
Amounts falling due between one and two years:
Bank loans - 1-2 years - 150,000
Other loans - 1-2 years 133,965 70,000
133,965 220,000
Amounts falling due between two and five years:
Other loans - 2-5 years 263,179 68,333

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
2025 2024
£    £   
Net obligations repayable:
Within one year 142,768 164,412
Between one and five years 251,175 263,504
393,943 427,916

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


18. LEASING AGREEMENTS - continued

Group
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 68,113 35,001
Between one and five years 252,891 -
321,004 35,001

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
2025 2024
£    £   
Hire purchase contracts 393,943 427,916
Bank loans 150,000 363,333
Other loans 279,708 312,584
823,651 1,103,833

Bank loans of £150,000 (2024: £330,000) are secured by way of a debenture, borrowed under the Coronavirus Business Interruption Loan Scheme from the UK Government and a guarantee and debenture given by the group and other related companies.

Bank loans of £nil (2024: £33,333) are secured by way of a personal guarantee given by the director.

Hire purchase contracts of £9,551 are secured over assets owned by a related company with the remainder hire purchase contracts being secured over the assets to which they relate.

Other loans of £nil (2024: £5,625) are secured by way of a personal guarantee given by the director.

Other loans of £143,041 are secured by way of cross guarantee given by related companies.

Other loans of £136,667 (2024: £208,333) are secured by way of a debenture, borrowed under the Coronavirus Business Interruption Loan Scheme from the UK Government.

Other loans of £nil (2024: £98,626) are secured over the assets to which they relate.

20. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax 85,875 98,996

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


20. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1st October 2024 98,996
Credit to Income Statement during year (13,121 )
On acquisition of subsidiaries
Balance at 30th September 2025 85,875

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value:
2025 2024
100 Ordinary £1 100 100
3 Ordinary A1 £1 3 3
1 Ordinary A2 £1 1 1
1 Ordinary A3 £1 1 1
1 Ordinary A4 £1 1 1
1 Ordinary A5 £1 1 1
107 107

The rights of the shares are as follows:

Each holder of Ordinary Shares, A1 Shares, A2 Shares, A3 Shares, A4 Shares and A5 Shares shall be entitled to receive notice of, attend and vote at general meetings of the company. Each share is entitled to one vote in any circumstances.

Dividends may be declared on one or several classes of shares to the exclusion of any class or classes and dividends at different rates may be declared on the respective classes of shares.

Upon an Exit Event, the Exit Proceeds shall be applied on the following basis and in the following order of priority:

Firstly, in paying to the holders of the Ordinary Shares, an aggregate amount up to but not exceeding £800,000, which shall be distributed to the holders of the Ordinary Shares pro rata to the amount paid up on the Ordinary Shares held by each such holder.

Secondly, in distributing the balance to the holders of the Ordinary Shares, A1 Shares, A2 Shares, A3 Shares, A4 Shares and A5 Shares pro rata to the amount paid up on those shares held by each such holder.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


22. RESERVES

Group
Retained Share-based Other
earnings payments reserves Totals
£    £    £    £   

At 1st October 2024 3,234,784 118,820 - 3,353,604
Profit for the year 160,853 160,853
Dividends (295,778 ) (295,778 )
Equity settled share-based
payments - (7,248 ) - (7,248 )
Changes in ownership interests in
subsidiaries

(66,583

)

-

-

(66,583

)

Consideration paid in excess of
non-controlling interest decrease

-

-

(50,150

)

(50,150

)

At 30th September 2025 3,033,276 111,572 (50,150 ) 3,094,698

Company
Retained Share-based
earnings payments Totals
£    £    £   

At 1st October 2024 17,361 13,282 30,643
Profit for the year 279,398 279,398
Dividends (295,778 ) (295,778 )
Equity settled share-based
payments - (4,418 ) (4,418 )
At 30th September 2025 981 8,864 9,845

During the year, on 29/11/24, the parent company bought 25% of the Ordinary B Shares in Phoenix Drywall (UK) Limited which were subsequently converted into Ordinary A Shares. The transaction did not result in a change of control of Phoenix Drywall (UK) Limited. The carrying amount of the non-controlling interest was adjusted to reflect the change in the parent’s interest in Phoenix Drywall (UK) Limited’s net assets. The difference of £50,150 between the amount by which the non-controlling interest was adjusted and the fair value of the consideration paid, has been recognised in Other reserves and is attributable to the equity holders of the parent.

23. PENSION COMMITMENTS

The group contributes to defined contribution pension schemes for their directors and employees. There were unpaid contributions due at the end of the period in relation to the schemes amounting to £8,944 (2024: £9,011). The amount recognised as an expense in the year was £47,257 (2024: £42,482).

24. OTHER FINANCIAL COMMITMENTS

The group has given cross guarantees to banks and other financial institutions for other related companies' debts. The debt guaranteed at 30 September 2025 amounted to £11,126 (2024: £19,742).

25. RELATED PARTY DISCLOSURES

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


25. RELATED PARTY DISCLOSURES - continued

Key management personnel of the entity or its parent (in the aggregate)
2025 2024
£    £   
Interest receivable 262 625
Dividends paid to minority interest 251,494 132,519
Dividends paid 255,089 142,634
Provision of services from related party 410,566 443,379
Share-based payments (income)/expense (4,801 ) 63,017
Amount due from related party 12,386 27,160
Amount due to related party 36,154 -

The amounts due from key management personnel of the entity or its parent are unsecured, with interest charged at HMRC approved rates and are repayable within nine months of the year end.

The amounts due to key management personnel of the entity or its parent are unsecured, interest free and repayable on demand.

Other related parties

2025 2024
£ £
Management charges receivable 318,119 262,959
Sale of assets 10,953 184,093
Interest receivable 37,980 9,004
Dividends paid to minority interest 16,270 3,272
Dividends paid 40,689 15,044
Hire of plant and machinery 219,979 199,905
Rent and utility costs 64,099 86,494
Motor and travel expenses 106,852 101,654
Provision of services from related party 1,369,727 797,898
Share-based payments (income)/expense (2,457 ) 5,719
Amounts due from related party 4,058,035 3,099,475
Amounts due to related party 842,626 183,139


Included within the amounts due from other related parties is £62,000 (2024: £78,000) in relation to a loan to the related party which is unsecured, with interest charged at 3.25% above the base rate of Royal Bank of Scotland PLC and is repayable in instalments over the next 4 years (2024: 5 years).

Included within the amounts from other related parties is £962,818 (2024: £nil) in relation to a loan to a related party which is unsecured, with interest charged at hybrid rates based on the company's borrowing rate, and repayable on demand.

The other amounts due from and to other related parties are unsecured, interest free and repayable on demand.

26. POST BALANCE SHEET EVENTS

Since the year end, the parent company acquired a further 25% of the Ordinary B Shares in Phoenix Drywall (UK) Limited which were subsequently converted into Ordinary A Shares. The transaction did not result in a change of control of Phoenix Drywall (UK) Limited as the parent company already had control.

Since the year end, following the acquisition noted above, the shareholders have decided to take the relevant steps to liquidate a subsidiary company, Phoenix Drywall (UK) Limited. The trade is being transferred to another subsidiary, Phoenix Brickwork (UK) Limited. As a result of this intention to liquidate the subsidiary, an impairment review was undertaken. Based on the financial position of the subsidiary, the directors decided to fully impair the investment in the subsidiary in the company's financial statements. As the trade is being transferred to another group company, this has no impact on the position of the group.

PHOENIX UK GROUP LIMITED (REGISTERED NUMBER: 12280604)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30TH SEPTEMBER 2025


27. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr C P Watson.

28. SHARE-BASED PAYMENT TRANSACTIONS

The expected future sale price (Good Leaver Price) of the shares is linked to the shareholder being a Good Leaver and therefore the continued provision of services, as well as being subject to a Hurdle Value. The equity settled scheme's grant date is therefore based on the expected exit event date, estimated as being the retirement of the shareholders.

The value of the equity instruments granted at the balance sheet date is based on the Good Leaver Price at the balance sheet date as defined by the companies' Memorandum and Articles of Association, divided by the vesting period, being the expected number of years until the grant date.

During the year, a subsidiary allotted B Ordinary shares at at a premium of £139,939. The expected future sale price (Good Leaver Price) of the shares is linked to the shareholder being a Good Leaver and therefore the continued provision of services, as well as being subject to a Returns Threshold Value. The equity settled scheme's grant date is therefore based on the expected exit event date, estimated as being the retirement of the shareholders.

The value of the equity instruments granted at the balance sheet date is based on the Good Leaver Price at the balance sheet date as defined by the company's Memorandum and Articles of Association, divided by the vesting period, being the expected number of years until the grant date.