ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 13097882

	ANNUAL REPORT AND FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 28 FEBRUARY 2026

	PHX HOLDINGS LIMITED


PHX HOLDINGS LIMITED

COMPANY INFORMATION

Director	Mr S K Jacobs


Registered number	13097882


Registered office	48 Standard Way
	Fareham Industrial Park
	Fareham
	Hampshire


Independent auditors	Shaw Gibbs Audit Limited
	Senior Statutory Auditor
	25 St Thomas Street
	Winchester
	Hampshire
	SO23 9HJ


PHX HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Director's report	3 - 4
Independent auditors' report	5 - 7
Consolidated statement of income and retained earnings	8
Consolidated statement of financial position	9 - 10
Company statement of financial position	11
Consolidated statement of changes in equity	12 - 13
Company statement of changes in equity	14 - 15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 36


PHX HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2026

The Directors present the strategic report of PHX Holdings Limited for the year ended 28 February 2026

Principal activities and business review

The principal activity of the group during the year was the manufacture of electrical components.

Strategy and Objectives

Our strategic objectives for the year focused on:

∙Operational Excellence: Enhancing production efficiency and reducing waste.

∙Sustainability Initiatives: Implementing eco-friendly practices and reducing carbon footprint.

∙Market Expansion: Entering new markets and diversifying our service offerings.

∙Automation Expansion: Investing in automated solutions for repeatability and to streamline operations.

Performance review

In 2026 we achieved a 4% increase in profit margin, driven by operational excellence, automation expansion and cost reduction and maximising efficiency.

Principal risks and uncertainties

Key risks include:

∙Supply Chain Disruptions: Potential delays or cost increases due to global supply chain issues.

∙Market Volatility: Fluctuations in demand and raw material prices.

∙Cyber Security: Ensuring adequate protection with additional processes in place towards Cyber Essentials Plus.

We actively monitor these risks and have implemented mitigation strategies, including diversifying suppliers and investing in compliance programs.

Key performance indicators

We have a comprehensive suite of Key Performance Indicators that include our financial and operational performance against targets. Close working with our financial partners, stakeholders and utilisation of performance indicators drive our strategic decisioning.

These strategic objectives are reviewed by the management team on a monthly basis.

Environmental, Social, and Governance (ESG) Considerations

We are committed to sustainable practices, including:

∙Environmental: Reducing emissions and waste through process improvements.

∙Social: Providing training and development opportunities for employees.

∙Governance: Maintaining transparent reporting and ethical business practices.

Page 1


PHX HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2026

This report was approved by the board and signed on its behalf.

Mr S K Jacobs

Director

Date: 9 July 2026

Page 2


PHX HOLDINGS LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2026

The director presents his report and the financial statements for the year ended 28 February 2026.

Director's responsibilities statement

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £1,366,013 (2025 - £642,388).

The total distribution of dividends for the year ended 28 February 2026 was £324,410 (2025 - £529,749).

Director

The director who served during the year was:

Mr S K Jacobs

Future developments

Looking ahead, we aim to:

∙Expand our services to meet evolving customer needs.

∙Enhance Design capabilities to improve customer experience.

∙Strengthen sustainability efforts in line with industry standards.

We remain confident in our strategy and are dedicated to delivering long-term value to our stakeholders.

Research and development activities

Using the wealth of experience we now have in our engineering team, we remain dedicated to design for manufacture. We have researched and developed many processes and designs to ensure product can be built and tested correctly whilst ensuring they remain technically compliant for the end user.

Page 3


PHX HOLDINGS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2026

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006, Shaw Gibbs Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.

Mr S K Jacobs

Director

Date: 9 July 2026

Page 4


PHX HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED

Opinion

We have audited the financial statements of PHX Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 28 February 2026, which comprise the Consolidated statement of income and retained earnings, the Consolidated analysis of net debt, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 the opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 28 February 2026 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 the 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 the report. We are independent of the Group in accordance with the ethical requirements that are relevant to the audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled the 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 the 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 or 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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.

Page 5


PHX HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

In the opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.

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 Director's report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in the opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for the 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 the audit.

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 3, 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 is 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.

Page 6


PHX HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHX HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

We obtained an understanding of the legal and regulatory framework applicable to the group via discussions with the directors. This identified that the most significant laws and regulations relate to the form and content of the financial statements such as the UK Companies Act 2006 and Financial Reporting Standard 102. The group complies with these laws and regulations by using appropriately qualified professionals to prepare the financial statements.

As part of our planning process we assessed susceptibility of the group's financial statements to material misstatements, including how fraud might occur by making an assessment of the key risks. The key risks identified in respect of PHX Holdings Limited group are revenue recognition and the impact of performance targets on influencing management override. The directors confirmed no actual, suspected or alleged cases of fraud. Based on this assessment we designed our audit procedures to address these key risk areas with an emphasis on testing revenue recognition policies and sales cut off and reviewing those areas susceptible to management override including testing manual journals and making enquiries of management.

Use of the 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 an Report of our 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 the audit work, for this report, or for the opinions we have formed.

Harriet Sergeant (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs Audit Limited

Chartered Certified Accountants

Statutory Auditor

25 St Thomas Street

Winchester

Hampshire

SO23 9HJ

27 July 2026

Page 7


PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 28 FEBRUARY 2026

	2026	2025
	£	£


Turnover	4	15,202,928	14,215,672
Cost of sales		(10,637,614)	(10,619,364)
Gross profit		4,565,314	3,596,308
Distribution costs		(50,154)	(49,816)
Administrative expenses		(2,736,103)	(2,613,422)
Other operating income	5	7,057	-
Operating profit	6	1,786,114	933,070
Amounts written off investments		-	414
Interest receivable and similar income	10	51	555
Interest payable and similar expenses	11	(19,791)	(39,627)
Profit before tax		1,766,374	894,412
Tax on profit	12	(327,149)	(217,360)
Profit after tax		1,439,225	677,052



Retained earnings at the beginning of the year	473,688	361,049
	473,688	361,049
Profit for the year attributable to the owners of the Parent Company	1,366,013	642,388
Dividends declared and paid	(324,410)	(529,749)
Retained earnings at the end of the year	1,515,291	473,688

Non-controlling interest at the beginning of the year	182,034	147,341
Other NCI share movements	(73,212)	(34,693)
Non-controlling interest at the end of the year	108,822	112,648

The notes on pages 19 to 36 form part of these financial statements.

Page 8


PHX HOLDINGS LIMITED REGISTERED NUMBER:13097882

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 28 FEBRUARY 2026

		2026		2025
Note		£		£

Fixed assets
Intangible assets	14		68,327		81,992
Tangible assets	15		539,943		592,265
			608,270		674,257
Current assets
Stocks	17	2,102,633		2,090,730
Debtors: amounts falling due within one year	18	4,348,140		3,516,606
Cash at bank and in hand	19	198,728		416,829
		6,649,501		6,024,165
Creditors: amounts falling due within one year	20	(4,137,525)		(4,531,040)
Net current assets			2,511,976		1,493,125
Total assets less current liabilities			3,120,246		2,167,382
Creditors: amounts falling due after more than one year	21		(12,428)		(158,737)
Provisions for liabilities
Deferred taxation	22	(114,734)		(121,809)
			(114,734)		(121,809)

Page 9


PHX HOLDINGS LIMITED REGISTERED NUMBER:13097882

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 28 FEBRUARY 2026

		2026		2025
Note		£		£

Capital and reserves
Called up share capital	23	100	100
Other reserves	24	1,231,014	1,231,014
Profit and loss account	24	1,515,291	473,688
Equity attributable to owners of the Parent Company		2,746,405	1,704,802
Non-controlling interests		246,679	182,034
		2,993,084	1,886,836

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr S K Jacobs

Director

Date: 9 July 2026

The notes on pages 19 to 36 form part of these financial statements.

Page 10


PHX HOLDINGS LIMITED REGISTERED NUMBER:13097882

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 28 FEBRUARY 2026

		2026		2025
Note		£		£

Fixed assets
Investments	16		89		89
			89		89
Current assets
Debtors: amounts falling due within one year	18	5,195		6,270
Cash at bank and in hand	19	20		30
		5,215		6,300
Creditors: amounts falling due within one year	20	(3,905)		(1,650)
Net current assets			1,310		4,650
Total assets less current liabilities			1,399		4,739


Net assets			1,399		4,739

Capital and reserves
Called up share capital	23		100		100
Profit and loss account brought forward		4,639		(162)
Profit for the year		321,070		534,550
Other changes in the profit and loss account		(324,410)		(529,749)
Profit and loss account carried forward			1,299		4,639
			1,399		4,739

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr S K Jacobs

Director

Date: 9 July 2026

The notes on pages 19 to 36 form part of these financial statements.

Page 11

PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2026

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 March 2025	100	1,231,014	473,688	1,704,802	182,034	1,886,836
Comprehensive income for the year
Profit for the year	-	-	1,366,013	1,366,013	-	1,366,013
Total comprehensive income for the year	-	-	1,366,013	1,366,013	-	1,366,013
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(324,410)	(324,410)	(8,567)	(332,977)
Profit attributable to NCI	-	-	-	-	73,212	73,212
Total transactions with owners	-	-	(324,410)	(324,410)	64,645	(259,765)
At 28 February 2026	100	1,231,014	1,515,291	2,746,405	246,679	2,993,084

The notes on pages 19 to 36 form part of these financial statements.

Page 12

PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2025

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 March 2024	100	1,231,014	361,049	1,592,163	147,341	1,739,504
Comprehensive income for the year
Profit for the year	-	-	642,388	642,388	-	642,388
Total comprehensive income for the year	-	-	642,388	642,388	-	642,388
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(529,749)	(529,749)	-	(529,749)
Profit attributable to NCI	-	-	-	-	34,664	34,664
NCI Disposal	-	-	-	-	29	29
Total transactions with owners	-	-	(529,749)	(529,749)	34,693	(495,056)
At 28 February 2025	100	1,231,014	473,688	1,704,802	182,034	1,886,836

The notes on pages 19 to 36 form part of these financial statements.

Page 13


PHX HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2026

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 March 2025	100	4,639	4,739
Comprehensive income for the year
Profit for the year	-	321,070	321,070
Total comprehensive income for the year	-	321,070	321,070
Contributions by and distributions to owners
Dividends: Equity capital	-	(324,410)	(324,410)
Total transactions with owners	-	(324,410)	(324,410)
At 28 February 2026	100	1,299	1,399

The notes on pages 19 to 36 form part of these financial statements.

Page 14


PHX HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 March 2024	100	(162)	(62)
Comprehensive income for the year
Profit for the year	-	534,550	534,550
Total comprehensive income for the year	-	534,550	534,550
Contributions by and distributions to owners
Dividends: Equity capital	-	(529,749)	(529,749)
Total transactions with owners	-	(529,749)	(529,749)
At 28 February 2025	100	4,639	4,739

The notes on pages 19 to 36 form part of these financial statements.

Page 15


PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 28 FEBRUARY 2026

			2026	2025
			£	£

Cash flows from operating activities
Profit for the financial year	1,439,225	677,052
Adjustments for:
Amortisation of intangible assets	13,665	13,665
Depreciation of tangible assets	134,601	112,960
Interest paid	19,791	39,627
Interest received	(51)	(555)
Taxation charge	327,149	217,360
(Increase)/decrease in stocks	(11,903)	167,635
(Increase)/decrease in debtors	(831,537)	660,984
(Decrease) in creditors	(631,729)	(675,412)
Corporation tax (paid)	(83,667)	(274,418)
Net cash generated from operating activities	375,544	938,898

Cash flows from investing activities
Purchase of intangible fixed assets	-	(161,473)
Purchase of tangible fixed assets	(82,278)	-
Interest received	51	555
HP interest paid	(7,752)	(8,474)
Disposal of investment in subsidiary	-	(30)
Net cash from investing activities	(89,979)	(169,422)
Cash flows from financing activities
Repayment of loans	(99,999)	(100,000)
Repayment of/new finance leases	(58,547)	(15,420)
Dividends paid	(324,410)	(660,838)
Interest paid	(12,039)	(31,154)
Dividends paid to non-controlling interests	(8,567)	-
Net cash used in financing activities	(503,562)	(807,412)

Page 16


PHX HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2026

		2026	2025
		£	£


Net (decrease) in cash and cash equivalents	(217,997)	(37,936)
Cash and cash equivalents at beginning of year	416,725	454,661
Cash and cash equivalents at the end of year	198,728	416,725

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	198,728	416,829
Bank overdrafts	-	(104)
	198,728	416,725

The notes on pages 19 to 36 form part of these financial statements.

Page 17


PHX HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 28 FEBRUARY 2026


At 1 March 2025	Cash flows	At 28 February 2026
£	£	£

Cash at bank and in hand	416,829	(218,101)	198,728
Bank overdrafts	(104)	104	-
Debt due after 1 year	(83,334)	83,334	-
Debt due within 1 year	(1,861,623)	377,370	(1,484,253)
Finance leases	(133,915)	58,548	(75,367)
	(1,662,147)	301,255	(1,360,892)

The notes on pages 19 to 36 form part of these financial statements.

Page 18


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

1.	General information

PHX Holdings Limited is a private company limited by shares, registered in England and Wales. The address of its registered office is disclosed on the company information page.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 19


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 20


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

2.Accounting policies (continued)

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Pensions

Defined contribution pension plan

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 profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 21


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

2.Accounting policies (continued)

2.11

Goodwill

Goodwill is the amount arising on consolidation and is amortised over its useful life of 10 years. As the group is unable to reliably estimate the useful life of goodwill, in accordance with FRS 102 Section 19.23 amortisation is not to exceed 10 years.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	10%
Plant and machinery	-	10% and 25%
Motor vehicles	-	25%
Office equipment	-	25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 22


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

2.Accounting policies (continued)

2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to

Page 23


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

2.Accounting policies (continued)

2.15

Financial instruments (continued)

fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 24


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Fixed asset residual values:
The directors have reviewed the asset lives and associated residual values of all fixed asset classes and have concluded that asset lives and residual values are appropriate.

Impairment of stocks:
The directors have assessed stocks held at the reporting date for impairment and have concluded the basis of valuation is appropriate.

Sale of goods	15,202,928	14,215,672
	15,202,928	14,215,672

Analysis of turnover by country of destination:

					2026	2025
					£	£

United Kingdom	11,011,085	9,853,538
Rest of the world	4,191,843	4,362,134
	15,202,928	14,215,672

5.	Other operating income
		2026	2025
		£	£

Insurance claims receivable	7,057	-
	7,057	-

Page 25


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

Exchange differences	120,461	38,711
Other operating lease rentals	183,785	197,851
Depreciation of fixed assets	134,601	112,960
Impairment of stock	(160,482)	(28,826)

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements	1,750	1,650
Fees payable to the Company's auditors in respect of:
The auditing of accounts of associates of the Company	18,500	21,350

Page 26


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

8.	Employees
	Staff costs, including director's remuneration, were as follows:

		Group	Group
		2026	2025
		£	£


Wages and salaries	3,493,401	3,313,428
Social security costs	423,379	318,689
Cost of defined contribution scheme	143,851	118,042
	4,060,631	3,750,159

The average monthly number of employees, including the director, during the year was as follows:

	Group	Group	Company	Company
	2026	2025	2026	2025
	No.	No.	No.	No.

Production	91	87	1	1
Admin	18	19	-	-
Management	6	6	-	-

	115	112	1	1

9.	Director's remuneration
		2026	2025
		£	£

Director's emoluments	10,032	10,032
Group contributions to defined contribution pension schemes	29,164	29,164
	39,196	39,196

During the year the number of directors receiving retirement benefits under money purchase schemes was 1 (2025 - 1).

Page 27


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

10.	Interest receivable
		2026	2025
		£	£

	Other interest receivable	51	555
		51	555

11.	Interest payable and similar expenses
		2026	2025
		£	£

Bank interest payable	2,649	12,831
Other loan interest payable	9,390	18,322
Finance leases and hire purchase contracts	7,752	8,474
	19,791	39,627

Corporation tax
Current tax on profits for the year	461,008	210,451
Adjustments in respect of previous periods	(126,784)	-
	334,224	210,451

Total current tax	334,224	210,451

Deferred tax
Origination and reversal of timing differences	(7,075)	6,909
Total deferred tax	(7,075)	6,909


	Tax on profit	327,149	217,360

Page 28


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

12.Taxation (continued)

Profit on ordinary activities before tax

1,766,374

894,412

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)	441,594	223,603
Effects of:
Non-tax deductible amortisation of goodwill and impairment	3,416	3,416
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3,065	1,901
Adjustments to tax charge in respect of prior periods	(126,784)	(11,511)
Other timing differences leading to an increase (decrease) in taxation	5,858	(49)
Total tax charge for the year	327,149	217,360

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

13.	Dividends
		2026	2025
		£	£

	Dividends Paid	324,410	529,749
		324,410	529,749

14.	Intangible assets
	Group and Company

		Goodwill
		£

	At 1 March 2025	136,652
	At 28 February 2026	136,652

	At 1 March 2025	54,660
	Charge for the year on owned assets	13,665
	At 28 February 2026	68,325
	Net book value
	At 28 February 2026	68,327
	At 28 February 2025	81,992

Page 30


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

15.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 March 2025	409,919	1,137,483	85,866	186,553	1,819,821
Additions	21,086	16,846	-	44,346	82,278
At 28 February 2026	431,005	1,154,329	85,866	230,899	1,902,099
Depreciation
At 1 March 2025	317,276	748,418	20,344	141,517	1,227,555
Charge for the year on owned assets	24,521	65,544	16,729	27,807	134,601
At 28 February 2026	341,797	813,962	37,073	169,324	1,362,156
Net book value
At 28 February 2026	89,208	340,367	48,793	61,575	539,943
At 28 February 2025	92,643	389,065	65,522	45,035	592,265

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2026	2025
	£	£


Plant and machinery	166,140	195,326
	166,140	195,326

Page 31


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 March 2025	89
	At 28 February 2026	89

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Phoenix Systems UK Limited

48 Standard Way, Fareham Industrial Park, Fareham, Hants, PO16 8XQ

Ordinary

95%

	The aggregate of the share capital and reserves as at 28 February 2026 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Phoenix Systems UK Limited

2,923,446

1,464,230

17.	Stocks
		Group	Group
		2026	2025
		£	£

Finished goods and goods for resale	51,406	152,286
Work in progress (goods to be sold)	1,058,917	926,644
Raw materials and consumables	992,310	1,011,800
	2,102,633	2,090,730

Page 32


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

18.

Debtors

Group	Group	Company	Company
2026	2025	2026	2025
£	£	£	£


Trade debtors	4,203,316	3,378,161	-	-
Amounts owed by group undertakings	-	-	5,185	6,260
Other debtors	33,675	1,266	10	10
Prepayments and accrued income	111,149	137,179	-	-
	4,348,140	3,516,606	5,195	6,270

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Cash at bank and in hand	198,728	416,829	20	30
Less: bank overdrafts	-	(104)	-	-
	198,728	416,725	20	30

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Bank overdrafts	-	104	-	-
Bank loans	83,334	100,000	-	-
Trade creditors	1,372,146	1,443,042	-	-
Corporation tax	461,008	210,451	-	-
Other taxation and social security	284,341	151,581	-	-
Obligations under finance lease and hire purchase contracts	62,940	58,511	-	-
Other creditors	1,408,842	1,775,207	-	-
Accruals and deferred income	464,914	792,144	3,905	1,650
	4,137,525	4,531,040	3,905	1,650

In the group creditors totalling £1,357,498 (2025 - £1,722,954) falling due within one year are secured over the assets of Phoenix Systems UK Limited by way of fixed and floating charges including a negative pledge.

In the group bank loans totalling £83,334 (2024 - £100,000) falling due within one year are secured over the assets of Phoenix Systems UK Limited by way of fixed and floating charges.

In the group hire purchase obligations totalling £62,940 (2025 - £58,511) falling due within one year are secured over the assets in Phoenix Systems UK Limited which they relate to

Page 33


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

21.	Creditors: Amounts falling due after more than one year
		Group	Group
		2026	2025
		£	£

Bank loans	-	83,334
Net obligations under finance leases and hire purchase contracts	12,428	75,403
	12,428	158,737

Bank loans totalling £Nil (2025 - £83,334) falling due after one year are secured over the assets of Phoenix Systems UK Limited by way of fixed and floating charges.

Hire purchase obligations totalling £12,428 (2025 - £75,403) falling due after one year are secured over the assets in Phoenix Systems UK Limited which they relate to.

22.	Deferred taxation
	Group

		2026
		£

	At beginning of year	(121,809)
	Charged to profit or loss	7,075
	At end of year	(114,734)

		Group	Group
		2026	2025
		£	£

	Accelerated capital allowances	(114,734)	(121,809)
		(114,734)	(121,809)

Page 34


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

23.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

90 (2025 - 90) Ordinary shares of £1.00 each	90	90
10 (2025 - 10) Ordinary B shares of £1.00 each	10	10

	100	100

All shares have attached to them full voting and capital distribution (including on Winding up) rights; they do not confer any rights of redemption. The shares have a right to a Dividend but the directors can declare a dividend on the different classes of shares at differing times.

24.

Reserves

Other reserves

Other reserves represents the value of bringing the investments in subsidiaries in line with their fair value at acquisition.

Profit and loss account

The profit and loss account represents all accumulated net gains and losses which are distributable.

25.	Pension commitments

The subsidiary Company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the subsidiary Company in an independently administered fund. The pension cost charge represents contributions payable by the subsidiary Company to the fund and amounted to £143,851 (2025 - £118,042). Contributions totalling £19,366 (2025 - £16,953) were payable to the fund at the reporting date and are included in creditors.

26.	Commitments under operating leases
	At 28 February 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		£	£

Not later than 1 year	197,527	175,064
Later than 1 year and not later than 5 years	587,520	584,946
Later than 5 years	-	143,500
	785,047	903,510

Page 35


PHX HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

27.

Related party transactions

At the year end, included within other creditors, were amounts owed to the Director totalling £14,683 (2025 - £14,683). This loan is undated, interest free and repayable on demand.

At the year end, included within other creditors, were amounts owed to shareholders of PHX Holdings Limited totalling £6,698 (2025 - £13,583). This loan is undated, interest free and repayable on demand.

At the year end, included within debtors due within one year, were amounts owed from STEM Electronics Limited, a company under common control totalling £30,414 (2025 - £420)

Page 36