REGISTERED NUMBER: 15732204 (England and Wales)

FINANCIAL STATEMENTS

FOR THE PERIOD 21 MAY 2024 TO 31 DECEMBER 2024

FOR

PPHC INTERNATIONAL LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr G S Hall

Mr S P G Lee

REGISTERED OFFICE:

C/O Corporation Service Company (UK) Ltd

5 Churchill Place

10th Floor

London

E14 5HU

REGISTERED NUMBER:

15732204 (England and Wales)

AUDITORS:

Freemans Partnership LLP

Chartered Certified Accountants

and Statutory Auditors

Solar House

282 Chase Road

London

N14 6NZ

FIXED ASSETS

Investments

4

17,066,962

CREDITORS

Amounts falling due within one year

5

10,200

NET CURRENT LIABILITIES

(10,200

)

TOTAL ASSETS LESS CURRENT LIABILITIES

17,056,762

CREDITORS

Amounts falling due after more than one year

6

946,573

NET ASSETS

16,110,189

CAPITAL AND RESERVES

Called up share capital

7

1

Capital contribution reserve

16,120,388

Retained earnings

(10,200

)

SHAREHOLDERS' FUNDS

16,110,189

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2026 and were signed on its behalf by:

Mr G S Hall - Director

1.	STATUTORY INFORMATION

PPHC International Ltd 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 Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is a parent company but has not prepared consolidated group accounts, as the company and its subsidiary undertakings qualify as a small group under section 398 of the Companies Act 2006.

Going concern

In assessing whether the financial statements can be prepared on a going concern basis, the directors have considered all available information about the future. At the reporting date, the company had net current liabilities of £10,200 and net assets of £16,110,189. The directors are satisfied that the company remains a going concern. Accordingly, the financial statements have been prepared on a going concern basis.

Significant judgements and estimates

Contingent consideration - fair value measurement

The initial measurement of contingent consideration arising from the acquisition of Pagefield Communications Limited involves significant judgement and estimation. Key assumptions include the expected timing and probability of future payments, as well as whether performance conditions linked to the consideration are expected to be met.

At each reporting date, the contingent consideration is remeasured to fair value, with any change recognised as an adjustment to the cost of the investment.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investments in subsidiary undertakings are initially measured at cost, which includes the fair value of consideration transferred at the acquisition date, including any deferred or contingent consideration. Subsequent changes in the estimate of deferred or contingent consideration are treated as adjustments to the cost of the investment

Investments in subsidiaries are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Investments are carried at cost less any accumulated impairment losses.

Contingent liabilities

Contingent consideration arising on business combinations is classified as a financial liability and is initially measured at fair value on the acquisition date.

It is subsequently measured at each reporting date at management's best estimate of the amount payable. Any change in that estimate is treated as an adjustment to the cost of the business combination, and is recognised as an adjustment to the carrying value of the investment.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the 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.

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 period 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.

Capital contributions

Capital contributions represent amounts provided by the ultimate parent, Public Policy Holding Company Inc., to fund specific obligations on behalf of the company, including the consideration payable by the company on the acquistion of Pagefield Communications Limited. These contributions are not repayable and are recognised directly in equity in a separate capital contribution reserve, reflecting the economic substance of permanent group funding.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

18,470,162

Remeasurement of consideration

(1,403,200

)

At 31 December 2024

17,066,962

NET BOOK VALUE

At 31 December 2024

17,066,962

The investment represents the acquisition of 100% of the share capital of Pagefield Communications Limited on 7 June 2024. The registered office of the subsidiary is 16 Dufour’s Place, London, England, W1F 7SP. The company is directly held and incorporated in England and Wales.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Accrued expenses

10,200

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Other creditor

23,423

Contingent consideration

923,150

946,573

The contingent consideration of £923,150 relates to the acquisition of Pagefield Communications Limited. The contingent consideration is subject to remeasurement to fair value at each reporting date. The remeasurement at the period end resulted in a reduction of £1,403,200 to the contingent consideration.

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

100

Ordinary

£0.01

1

100 Ordinary shares of £0.01 each were allotted and fully paid for cash at par during the period.

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Raju Kalia (Senior Statutory Auditor)

for and on behalf of Freemans Partnership LLP

9.	POST BALANCE SHEET EVENTS

On 1 April 2025, the company acquired control of TrailRunner International UK Limited, a communications advisory firm.

On 1 April 2026, the company's wholly-owned subsidiary, PPHC UK Holdings Ltd, acquired control of Westminster Policy Partners Limited, a public affairs and economics consultancy.

On 1 July 2026, the company's wholly-owned subsidiary, PPHC UK Holdings Ltd, acquired control of Tancredi Intelligent Communication Ltd, a strategic communications and advisory firm.

On 19 March and 1 April 2026 respectively, direct ownership of Pagefield Communications Limited and TrailRunner International UK Limited was transferred from the company to its wholly-owned subsidiary, PPHC UK Holdings Ltd.

10.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is PPHC International US, LLC, a company incorporated in the United States.

The ultimate parent and controlling party is Public Policy Holding Company Inc., a company incorporated in the United States, which is the parent undertaking of the largest and smallest group to consolidate these financial statements.

11.	CHARGES AND GUARANTEES

The company has charged its assets, including its shareholding in Pagefield Communications Limited, by way of fixed and floating charge in favour of Bank of America, N.A., and has guaranteed borrowings of other group undertakings under a Credit Agreement

12.	CAPITAL CONTRIBUTION RESERVE

During the period, the company received a capital contribution of £16,120,388 from its ultimate parent, Public Policy Holding Company Inc., representing consideration paid for the acquisition of Pagefield Communications Limited. This amount is not repayable by the company and has been recognised directly in equity in a separate capital contribution reserve.