Registration number: 13917258 (England and Wales)

PHL Group Holdco Limited

Contents

Company Information	1
Strategic Report	2 to 3
Directors' Report	4 to 6
Statement of Directors' Responsibilities	7
Independent Auditor's Report	8 to 10
Consolidated Profit and Loss Account	11
Consolidated Statement of Comprehensive Income	12
Consolidated Balance Sheet	13
Balance Sheet	14
Consolidated Statement of Changes in Equity	15
Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17
Notes to the Financial Statements	18 to 42

PHL Group Holdco Limited

Company Information

Directors

E G Fichardt N W McCausland K Patrick T S Wright J Naylor-Leyland

Registered office

Onyx 12 Little Park Farm Road Segensworth Roundabout West Fareham PO15 5TD

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

PHL Group Holdco Limited

Strategic Report for the period from 1 October 2024 to 31 March 2026

The directors present their strategic report for the period from 1 October 2024 to 31 March 2026. The comparative period is the year ended 30 September 2024.

Principal activity

The principal activity of the company is that of a holding company. The principal activity of the group is the provision of healthcare services.

Fair review of the business

The review below is intended to provide a fair, balanced and comprehensive analysis of the development and performance of the group’s business during the period and of its position at 31 March 2026, consistent with the size and complexity of the group.

The results for the period are set out in the consolidated statement of comprehensive income. The group reported turnover of £133.0m (2024 - £31.7m), an operating loss of £5.6m (2024 - £1.8m), a loss before taxation of £13.1m (2024 - £4.3m) and a loss for the financial period of £12.9m (2024 - £4.4m).

The directors do not recommend the payment of a final dividend in respect of the period ended 31 March 2026.

Each legacy group had different financial year ends, so management took this opportunity to review when the most appropriate year end would be and settled on 31 March. The group year end, along with all its subsidiaries, have been amended accordingly.

The group's key financial and other performance indicators during the period were as follows:

Financial KPIs	Unit	2026	2024
Turnover	£	132,963,468	31,674,868
EBITDA	£	1,407,221	1,070,137
Net current liabilities	£	(3,007,122)	(366,466)

The turnover for the group has increased due to the new acquisitions made during the period as further disclosed in note 14 of these financial statements. Following the Totally Plc acquisition, there were a lot of excessive costs being incurred that management has been focused on reducing. This has caused EBITDA to only increase slightly on prior year in comparison to the significant increase in turnover. This is also evident in the net current liabilities at period end having increased on the prior year.

Principal risks and uncertainties

The directors have considered the principal risks and uncertainties facing the group. These include, but are not limited to, market and economic conditions, liquidity and funding risk, inflationary and cost pressures, regulatory compliance, cyber and information security, people and recruitment risk, and operational resilience.

The group manages these risks through regular review by the board and senior management, financial and operational monitoring, appropriate internal controls, budgeting and forecasting processes, and compliance procedures designed to support effective governance and decision making.

Section 172(1) statement

The directors acknowledge their duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, while having regard to the matters set out in that section.

In making decisions during the period, the directors considered the likely consequences of decisions in the long term, the interests of employees, the need to foster relationships with customers, suppliers and other stakeholders, the impact of the group’s operations on the community and environment, the desirability of maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the company.

PHL Group Holdco Limited

Strategic Report for the period from 1 October 2024 to 31 March 2026

Non-financial and sustainability information

Energy and carbon report

The group is within the scope of the Streamlined Energy and Carbon Reporting requirements applicable to large UK companies and groups. The following disclosure has been prepared for inclusion in the Directors’ Report and should be completed using the group’s energy consumption and emissions data for the 18 months ended 31 March 2026.

Emissions and energy consumption

Summary of greenhouse gas emissions and energy consumption for the period from 1 October 2024 to 31 March 2026:

Name and description	Unit of measurement	2026
UK energy consumption used to calculate emissions	kWh	1,121,560.00
Scope 1 emissions: combustion of fuel and operation of facilities	tCO2e	234.00
Scope 2 emissions: purchased electricity, heat, steam or cooling	tCO2e	94.30
Scope 3 emissions: business travel in rental cars or employee-owned vehicles where the group is responsible for fuel	tCO2e	69.90
Total gross emissions	tCO2e	398.10
Intensity ratio	tCO2e per £m turnover	9.32

Methodologies used to calculate emissions

The group has calculated emissions using activity data from utility invoices, fuel records and mileage claims for the 18 months ended 31 March 2026, applying the UK Government (Department for Energy Security and Net Zero) Greenhouse Gas Conversion Factors for Company Reporting 2025. Natural gas and purchased electricity volumes are taken from supplier invoices; where gas is metered in cubic metres this is converted to kWh for energy reporting purposes. Business travel mileage is derived from expense mileage claims.

The above data is for our primary operating company, Partnering Health Ltd. Commercial travel and waste-related emissions could not be quantified for this reporting period as the related carbon footprints were not captured and are therefore excluded; this is noted as a data limitation to be addressed in future periods by our ESG committee.

Energy efficiency action

During the period, the group undertook a number of energy efficiency actions. Some of the key actions undertaken during the financial period under review include: allowing staff to work remotely / hybrid where possible; moving to smaller offices; installing EV charging ports; participating in NHS Evergreen initiatives, including reducing vehicle idling time and increasing the use of plug-in hybrid vehicles.

The directors have established a carbon-reduction committee recently and have begun to build a plan to achieve net-zero by 2030. External consultants have been engaged to support the committee.

Future developments

The directors expect the group to continue to develop its operations in line with its strategic objectives. Since the end of the period, the group has disposed of its elective care businesses in order to focus on its core healthcare services of Primary and Urgent Care. The focus for the next financial period will include improving our synergies as a group to build the PHL Group brand, increasing our market share. The directors are conscious that our Environmental, Social and Governance responsibilities have increased, so the directors have implemented an ESG committee to look into reducing our carbon footprint.

Approved by the Board on 5 October 2026 and signed on its behalf by:

E G Fichardt
Director

PHL Group Holdco Limited

Directors' Report for the Period from 1 October 2024 to 31 March 2026

The directors present their report and the for the period from 1 October 2024 to 31 March 2026.

Directors of the company

The directors who held office during the period were as follows:

R S Brand (resigned 5 February 2026)

E G Fichardt

N W McCausland

K Patrick

G Paul-Florence (appointed 30 January 2025 and resigned 12 February 2026)

T S Wright

P A Wittet (resigned 30 January 2025)

A Ahmed (resigned 18 March 2025)

J Naylor-Leyland (appointed 12 February 2026)

Employment of disabled persons

The group gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Where an existing employee becomes disabled, every reasonable effort is made to continue their employment and to arrange appropriate training, career development and promotion opportunities.

Engagement with suppliers, customers and other relationships

The directors recognise the importance of maintaining constructive relationships with suppliers, customers and other business partners. The group seeks to engage with stakeholders through regular operational contact, contract management, performance review processes and appropriate governance arrangements. The effect of this engagement on the principal decisions taken by the directors during the period is described further in the section 172(1) statement set out in the Strategic Report.

Employee involvement

The group is committed to employee engagement, equal opportunities and the development of its workforce. The directors seek to ensure that employees are informed of matters affecting them and that their views are considered in decision making where appropriate.

The principal methods of engagement used during the period included staff briefings, employee surveys, consultation forums or intranet communications. Employees' views were taken into account in reaching decisions and this regard is reflected in the outcomes described elsewhere in this report.

Financial instruments

Objectives and policies

The group’s financial instruments comprise cash, borrowings and other items such as trade debtors and trade creditors arising directly from operations. The principal financial risks faced by the group include credit risk, liquidity risk and interest rate risk.

The directors review and manage these risks in the context of the group’s overall objectives, financing structure and financial position.

PHL Group Holdco Limited

Directors' Report for the Period from 1 October 2024 to 31 March 2026

Price risk, credit risk, liquidity risk and cash flow risk

Credit risk is the risk that a customer or counterparty fails to meet its contractual obligations to the group. The group's exposure to credit risk is considered low, as the substantial majority of its trade debtors are government-affiliated entities, principally police constabularies and NHS bodies.

Liquidity risk is the risk that the group is unable to meet its financial obligations as they fall due. The group closely monitors its cash position and maintains cash reserves above £2m to provide headroom against any disruption to the collection of receivables. Contracts are periodically reviewed for profitability and renegotiated where necessary to support the group's liquidity position.

Interest rate risk arises principally from the group's borrowings, including the significant debt drawn to fund the acquisitions during the period. The directors intend to apply the group's forecast positive operating income towards repayment of this debt in line with the debt facilities agreement.

Important non adjusting events after the financial period

Since the end of the reporting period, the group has aimed to dispose of its elective care businesses in order to focus on its core healthcare services of Primary and Urgent Care. As part of this, the company disposed of its investment in Pioneer Healthcare Limited.

On 3 July 2026, subsequent to the reporting date, the Group entered into an amendment and restatement of its existing lending facilities. Under the revised agreement, the Group drew down a further £2.0 million term loan facility under Facility C2. As the drawdown occurred after the reporting date, it has been treated as a non-adjusting post balance sheet event and accordingly no adjustment has been made to the amounts recognised in these financial statements.

Directors' liabilities

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the date of this report.

Going concern

The directors have considered the group’s ability to continue as a going concern, taking into account current trading, forecasts, available facilities, expected cash flows, the group’s net liability position and its financing structure.

The directors have prepared a detailed cash flow forecast through to 12 months after the signing of these financial statements. This forecast shows the group’s cash balance remaining positive throughout the forecast period, and shows the group operating within its financial covenants.

The forecast reflects a number of key strategic actions taken by the directors during and after the period, including the disposal of the group’s non-core elective care businesses to focus on its core Primary and Urgent Care services, the realisation of synergies across the group following the integration of the legacy groups, and the use of the group’s enlarged scale and brand to win a greater number of, and larger, customer contracts. Although the group is expected to continue to report a net loss over the next twelve months, its operating profit and EBITDA are forecast to remain positive.

After making appropriate enquiries and reviewing this forecast, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

PHL Group Holdco Limited

Directors' Report for the Period from 1 October 2024 to 31 March 2026

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors during the period and have indicated willingness to continue in office. A resolution concerning their reappointment will be proposed at the appropriate time.

Approved by the Board on 5 October 2026 and signed on its behalf by:

E G Fichardt
Director

PHL Group Holdco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

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

•	select suitable accounting policies and apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

PHL Group Holdco Limited

Independent Auditor's Report to the Members of PHL Group Holdco Limited

Opinion

We have audited the financial statements of PHL Group Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 October 2024 to 31 March 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's affairs as at 31 March 2026 and of the group's loss for the period 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 auditor 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 directors' 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

PHL Group Holdco Limited

Independent Auditor's Report to the Members of PHL Group Holdco Limited

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 directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 7, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 auditor’s 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:

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:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of its policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
•	understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
•	challenging assumptions and judgements made by management in its significant accounting estimates; and
•	identifying and testing journal entries, in particular any journal entries with unusual characteristics.

PHL Group Holdco Limited

Independent Auditor's Report to the Members of PHL Group Holdco Limited

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s report 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.

Stephanie Hayman (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

5 October 2026

PHL Group Holdco Limited

Consolidated Profit and Loss Account for the Period from 1 October 2024 to 31 March 2026

	Note	1 October 2024 to 31 March 2026 £	Year ended 30 September 2024 £
Turnover	3	132,963,468	31,674,868
Cost of sales		(90,410,712)	(18,976,486)
Gross profit		42,552,756	12,698,382
Administrative expenses		(48,177,710)	(14,539,244)
Operating loss	4	(5,624,954)	(1,840,862)
Other interest receivable and similar income	5	57,066	75,226
Interest payable and similar expenses	6	(7,538,395)	(2,569,871)
Loss before tax		(13,106,283)	(4,335,507)
Tax on loss	10	195,104	(92,119)
Loss for the financial period		(12,911,179)	(4,427,626)
Profit/(loss) attributable to:
Owners of the company		(12,911,179)	(4,427,626)

The above results were derived from continuing operations.

PHL Group Holdco Limited

Consolidated Statement of Comprehensive Income for the Period from 1 October 2024 to 31 March 2026

	1 October 2024 to 31 March 2026 £	Year ended 30 September 2024 £
Loss for the period	(12,911,179)	(4,427,626)
Remeasurement gain/loss on defined benefit pension schemes before tax	(135,000)	97,000
Income tax effect	(250)	(52,250)
	(135,250)	44,750
Total comprehensive income for the period	(13,046,429)	(4,382,876)
Total comprehensive income attributable to:
Owners of the company	(13,046,429)	(4,382,876)

PHL Group Holdco Limited

(Registration number: 13917258) (England and Wales)
Consolidated Balance Sheet as at 31 March 2026

	Note	31 March 2026 £	30 September 2024 £
Fixed assets
Intangible assets	11	30,885,895	22,976,808
Tangible assets	12	966,779	406,206
		31,852,674	23,383,014
Current assets
Stocks	15	162,138	106,202
Debtors	16	10,778,137	4,680,062
Cash at bank and in hand		3,785,300	771,010
		14,725,575	5,557,274
Creditors: Amounts falling due within one year	18	(17,732,697)	(5,923,740)
Net current liabilities		(3,007,122)	(366,466)
Total assets less current liabilities		28,845,552	23,016,548
Creditors: Amounts falling due after more than one year	18	(45,478,609)	(26,402,829)
Deferred tax liabilities	10	(65,265)	(287,836)
Net liabilities excluding pension asset/(liability)		(16,698,322)	(3,674,117)
Net pension asset	20	615,000	614,000
Net liabilities		(16,083,322)	(3,060,117)
Capital and reserves
Called up share capital	21	187,296	110,522
Capital redemption reserve	22	4,128	-
Treasury shares	21	(57,678)	-
Other reserves	22	4,826,307	4,826,307
Profit and loss account	22	(21,043,375)	(7,996,946)
Equity attributable to owners of the company		(16,083,322)	(3,060,117)
Shareholders' deficit		(16,083,322)	(3,060,117)

Approved and authorised by the Board on 5 October 2026 and signed on its behalf by:
 

E G Fichardt
Director

PHL Group Holdco Limited

(Registration number: 13917258) (England and Wales)
Balance Sheet as at 31 March 2026

	Note	31 March 2026 £	30 September 2024 £
Fixed assets
Investments	13	1	1
Current assets
Debtors	16	10,126,243	4,938,786
Creditors: Amounts falling due within one year	18	(4,806,619)	(1,958)
Net current assets		5,319,624	4,936,828
Net assets		5,319,625	4,936,829
Capital and reserves
Called up share capital	21	187,296	110,522
Capital redemption reserve		4,128	-
Treasury shares	21	(57,678)	-
Other reserves		4,826,307	4,826,307
Profit and loss account		359,572	-
Shareholders' funds		5,319,625	4,936,829

The company made a profit after tax for the financial period of £359,572 (2024 - profit of £Nil).

Approved and authorised by the Board on 5 October 2026 and signed on its behalf by:
 

E G Fichardt
Director