PHL Group Holdco Limited - Limited company accounts 23.2

REGISTERED NUMBER: 13917258 (England and Wales)

PHL GROUP HOLDCO LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2023

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

10

Consolidated Income Statement

13

Consolidated Other Comprehensive Income

14

Consolidated Balance Sheet

15

Company Balance Sheet

16

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

Mr R S Brand

Dr T S Wright

Mr A Ahmed

Mr N McCausland

Mr P Wittet

Mr E G Fichardt

REGISTERED OFFICE:

6 Quay Point

North Harbour Road

Portsmouth

PO6 3TD

REGISTERED NUMBER:

13917258 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

The directors present their strategic report of the company and the group for the year ended 30 September 2023.

REVIEW OF BUSINESS

The financial year October 2022 to September 2023, the first full year following the conclusion of our investor backed management buyout, presented as an opportunity to strengthen our foundations for what we expect to be a sustained period of growth.

The year presented both challenge and opportunity for the group; leading us to largely perform consistently with the prior period.

The challenges were largely faced within our healthcare service delivery division, as we experienced the continued impact of the Covid 19 pandemic, both in terms of activity and uniquely for this year; the impact the pandemic has had overall on the NHS's capacity to invest in innovation and service development. We also encountered a surge in winter illnesses across all demographics, felt the impact of a national outage of our main clinical system provider and ultimately, a reduction in the number of opportunities to grow our business in the healthcare service delivery division.

We experienced significant growth from our insourcing division, with transformative new accounts in new territories being onboarded, and further confidence being placed in us from our long-established customer base.

The challenges and opportunities led us to make changes within our organisation, which have ultimately made us stronger and more ready than ever, to expand our services; the benefit of which we started to see at the very end of the year; with some significant new business success for the financial year ended 30 September 2024.

Our plans to move from being a regional provider, to a nationally recognised healthcare company, are now cemented and we continue to grow our footprint across all service lines across the UK; we can now confidently say we have achieved this strategic objective.

We have maintained and enhanced the quality of care which we provide and continue to be regarded by the Care Quality Commission (CQC) as a 'dynamic organisation' with 'strong governance, and open culture'. We remain rated as Good in all areas.

This year was made achievable due to the hard work and dedication of hundreds of hardworking and dedicated people, working tirelessly across a range of projects and services while relying upon everybody's strength and resolve.

PRINCIPAL RISKS AND UNCERTAINTIES

Based on the Group's activities operating as a healthcare provider in the UK, we recognise the significance of identifying and addressing principal risks and uncertainties inherent in our operations. Our strategic approach to risk management encompasses both financial and non-financial aspects, ensuring resilience and sustainability in an ever-evolving healthcare landscape.

Regulatory Compliance and Policy Changes

One of the primary risks we face relates to compliance with regulatory requirements and adapting to changes in healthcare policies. The healthcare sector in the UK is subject to frequent regulatory updates and policy reforms, which may impact our operations, reimbursement rates, and service delivery standards. Failure to comply with regulatory standards or anticipate policy changes could lead to legal ramifications, reputational damage, and operational disruptions.

Clinical Governance and Patient Safety

Ensuring the highest standards of clinical governance and patient safety is fundamental to our mission. However, clinical risks such as medical errors, infection control, and adverse patient outcomes pose significant challenges. Maintaining robust quality assurance processes, investing in staff training and development, and fostering a culture of continuous improvement are essential in mitigating these risks and safeguarding patient welfare.

Information Security and Data Privacy

With the increasing digitisation of healthcare services, safeguarding sensitive patient information and maintaining data privacy are paramount. Cybersecurity threats, data breaches, and regulatory non-compliance pose significant risks to our operations and reputation. Implementing robust information security protocols, conducting regular audits, and staying abreast of data protection regulations are essential in mitigating these risks and preserving patient trust.

Financial Sustainability and Funding Pressures

Financial sustainability is a key concern for healthcare providers amid rising costs, budget constraints, and funding pressures. Fluctuations in government funding, changes in reimbursement mechanisms, and shifts in patient demographics can impact our revenue streams and cost base significantly. Adopting prudent financial management practices, diversifying revenue sources, and exploring cost-saving initiatives are essential in mitigating financial risks and ensuring long-term sustainability. We are also focused on interest rate risk which could have a significant impact on the Group. We manage this through the close monitoring of market conditions and forecasts from relevant economic institutions, and use financial scenario modelling to understand the impact of possible changes to rates.

Navigating the complex landscape of risks and uncertainties in the healthcare sector requires a proactive and integrated approach. By identifying, assessing, and effectively managing these principal risks, we can safeguard our operations, enhance patient outcomes, and position ourselves for long-term success in the UK healthcare market.

SECTION 172(1) STATEMENT

The Group recognises the importance of delivering effective corporate governance in supporting the long term success and sustainability of its business. The members of the Board bring a wide range of experience when making decisions.

The Board meets a minimum of 10 times a year. These meetings are supplemented by regular Healthcare review meetings, weekly Governance safety calls, weekly performance meetings and weekly ELT (Executive Leadership Team) meetings, which provide timely and detailed information in support of the Boards's decision making.

When making decisions, each Director ensures that he/she acts in the way he/she considers in good faith, would most likely promote the Group's success and in doing so having regard (amongst other matters) to the following:

o

The likely consequences of any decision in the long-term

The Directors understand the business of the Group and the environment in which it operates allowing informed
decision making and challenge to be undertaken in line with Group's strategy.

o

The interests of the Group's employees

The Directors recognise the employees throughout the business are fundamental and core to the Group's
strategy and values. The Directors consider that creating and maintaining safe working environments and
practices as a prime objective. The Group is committed to embracing diversity as well as fostering and actively
encouraging a culture of respect and inclusion.

o

The need to foster the Group's business relationships with suppliers, customers, and others

Delivering the strategy requires working in partnership across both public and private sector suppliers and
customers and each entity promotes respectful and supportive working practices with all stakeholders.

o

The impact of the Group's operations on the community and the environment

The Directors periodically review and approve governance standards, business procedures and policies to
ensure that high standards are maintained both within the Group and the business relations it maintains. This,
complemented by the way the Board is informed and monitors compliance, assures the Group always acts in a
manner that promotes high standards of business conduct and patient care.

o

The need to act fairly as between members of the Group

The Board prioritises transparent communication, equitable decision-making, and inclusive policies to consider
the interests of shareholders, employees, customers, suppliers, and the community. We have established clear
procedures to prevent conflicts of interest and ensure fair transactions amongst the Group's members. Engaging
stakeholders and incorporating their feedback is integral to our commitment to fostering trust and long-term
value for all.

KEY PERFORMANCE INDICATORS - FINANCIAL

Our key financial performance indicators for the Group are shown below:

Period

Year ended

15/2/22 to

30/9/23

30/9/22

£

Turnover

42,369,290

6,728,006

EBITDA

2,694,601

271,992

KEY PERFORMANCE INDICATORS - NON-FINANCIAL

Our key non-financial performance indicators for the Group for the year ended 30 September 2023 are shown below:

Employee turnover (target < 10%)

2.44%

Patient feedback (target > 95%)

89%

Clinical rota-fill (target > 90%)

90%

KPIs met (for significant contracts) (target > 90%)

82%

Comparative figures have not been disclosed as these would not be comparable and aren't considered to be material.

ON BEHALF OF THE BOARD:

Mr R S Brand - Director

24 April 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2023.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2023.

RESEARCH AND DEVELOPMENT

We believe that innovation is at the core of what we do, and in the previous period the Group's focus on research and development focused on the YORIS product which monitors patient health and wellbeing. During the year the Group performed a strategic review of the commercial benefits of the product which concluded with a resolution to pause the development of the product, and review the options available in this market. During the year we have approved and started the re-development on our PRISM CRM system that will materially improve our staffing rota efficiencies.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2022 to the date of this report.

Mr R S Brand

Dr T S Wright

Mr A Ahmed

Mr P Wittet

Other changes in directors holding office are as follows:

Mr R D Coladangelo - resigned 5 September 2023

Mr A Kandiah - resigned 5 September 2023

Mr N McCausland - appointed 12 January 2023

Mr E G Fichardt - appointed 29 September 2023

FINANCIAL INSTRUMENTS RISKS

The Group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Group constantly reviews financial performance by monitoring levels of debt finance and related finance costs.

The Group's principal financial instruments comprise trade debtors, trade creditors, bank balances, loan notes, other loans and hire purchase agreements. The risks applicable to the financial instruments are managed by the Group.

Liquidity risk is managed by the close control of cash balances, debtors and creditors. Trade debtors are managed in respect of credit and cashflow risk concerning the credit offered to customers and regular monitoring of both amounts outstanding and credit limits.

Loans are impacted by changes to UK base rate. Interest rate risk is managed by the close monitoring of market conditions and forecasts from relevant economic institutions, and use financial scenario modelling to understand the impact of possible changes to rates.

FUTURE DEVELOPMENTS

2023 has like the previous period, been founded on our vision and values, our values being:

Caring, Accountability, Respect, Efficiency, Teamwork & Fun

In 2024 we will reset our values, to reflect the fact that our organisation has grown hugely since the values were established, and we recognise the importance of having values which are set by the workforce and are able to be lived at every level of the organisation.

Our Vision remains to be an innovative healthcare provider, respected for providing a range of the highest quality care solutions.

Our Mission is to enable people to remain well, or to receive the best possible health and social care via the provision of high-quality healthcare services.

Furthermore, we are working to become a strategic delivery partner to healthcare providers and commissioners.

Our Group continues to be a well-respected provider of healthcare, and having established our expanded footprint this year, we continue to grow our profile and offer our services across the British Isles, ensuring our customers, service users and regulators remain satisfied that we are the best solution for their needs and will do so by not only living our values, but building upon the core pillars of our success which are:

1. Our People, their experience and success.

2. Our Quality of care, customer service and user experience.

3. Our Performance, in terms of service delivery and excellence.

4. Our Financial Stability and Security.

Our customers and regulators continue to support our business and operations and it is through that support we will continue to strive to be the best we can be, to develop on their behalf and innovate for our combined future.

The Directors remain confident in the Group's financial position moving into 2023/24.

EMPLOYMENT OF DISABLED PERSONS

The Group are committed to developing healthcare services which are personal, fair and diverse. We are keen to ensure that our services make a difference to individual lives and to ensure that the services we provide do so without discrimination. We are committed to ensuring that our approach to our employees and potential employees is the same as our approach to our service users being open, honest and transparent, focussed and based on our values.

The Group recognises that unfair discrimination of any form and victimisation is unacceptable and unlawful. It is in the interests of the organisation and its employees to utilise the skills of the total workforce. The Group must ensure that no employee, worker, contractor or job applicant receives less favourable facilities or treatment (either directly or indirectly) in recruitment, employment or engagement on grounds of age, disability, gender/gender reassignment, marriage/civil partnership, pregnancy/maternity, race, religion or belief, sex, or sexual orientation.

The Group attaches particular importance to the needs of disabled people. Under the terms of the Equality and Diversity policy, managers are required to:

o

Make reasonable adjustments to maintain the services of an employee who becomes disabled, for example
training, provision of special equipment and reduced working hours.

o

Give full and proper consideration to disabled people who apply for jobs, having regard to making reasonable
adjustments for their particular aptitudes and abilities to allow them to be able to do the job.

o

Ensure patients are aware of the facilities available to them such as Type Talk, Language Line and Lip Speaker.

o

Treat all patients with dignity and respect.

The Group is committed to improving access to our premises and services by removing physical and other barriers experienced by our service users. We will ensure equality impact assessments are undertaken on all modifications to premises and service redesigns.

EMPLOYEE ENGAGEMENT STATEMENT

Our people are at the heart of our business. They play an integral role in fulfilling our commitment to our patients. We have 582 employees working throughout the UK, Isle of Man and Guernsey. This is complemented with a host of self-employed and contract workers, reaching as far as 2,000 specialist healthcare professionals.

Our HR Strategy is designed to support the future growth of the organisation and maintain stability within the workforce. We will have appropriately trained and experienced employees whilst recognising and developing our high performers. We will be an employer of choice through listening to and acting upon employee feedback, and appropriately rewarding and recognising our employees for demonstrating behaviours in accordance with our core. Our attraction strategies and infrastructure support and promote a diverse and inclusive workforce.

Investment in learning and development is considered according to the job role, discussion with line managers on career growth and return on investment to the organisation. We utilise the apprenticeship levy within England and have close partnerships with local providers.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

We prioritise the cultivation of robust relationships with both our suppliers and customers. Our approach to engagement emphasises transparency, collaboration, and mutual benefit.

With our suppliers, we have fostered partnerships built on trust and reliability. Through regular communication and feedback mechanisms, we ensure alignment with our values and quality standards. This collaborative approach extends beyond the transactional into strategic co-operation, enabling us to anticipate and address supply chain challenges effectively.

Similarly, our interaction with customers is characterised by a commitment to understanding and fulfilling their needs. We actively seek feedback through various channels, including surveys and direct communication, to continuously improve our services and tailor solutions to meet evolving demands in a dynamic market. By prioritising responsiveness and personalised care, we aim to build lasting relationships based on trust and satisfaction.

Through these efforts, we continue to strengthen our position as a trusted partner in the healthcare market, fostering collaborative relationships that drive mutual success and contribute to the well-being of our stakeholders.

THIRD PARTY INDEMNITIES

Qualifying third party indemnity provisions for the benefit of the directors were in force during the year under review and remain in force as at the date of approval of the financial statements.

STREAMLINED ENERGY AND CARBON REPORTING

No company within the Group is required to comply with the requirements, therefore the Group as a whole is exempt from the disclosure requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 7, Part 7.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. 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 company and the group 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 then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr R S Brand - Director

24 April 2024

Opinion

We have audited the financial statements of PHL Group Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2023 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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 eight, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Group. The key laws and regulations we considered in this context included the UK Companies Act and the Care Quality Commission (CQC) regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness and existence of revenue. Audit procedures were designed to ensure all of the risks were addressed.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

o

enquiring of management as to actual and potential litigation and claims; and

o

reviewing any correspondence with regulators and the Group's legal advisors.

o

reviewing reports from CQC inspections and action plans.

To address the risk of fraud through management bias and override of controls, we:

o

performed analytical procedures to identify any unusual or unexpected relationships;

o

tested journal entries to identify unusual transactions and bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Kevin Richards (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

24 April 2024

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2023

Year ended

Period

30/9/23

15/2/22 to 30/9/22

Notes

£

TURNOVER

3

42,369,290

6,728,006

Cost of sales

27,338,679

4,183,390

GROSS PROFIT

15,030,611

2,544,616

Administrative expenses

16,525,391

2,762,526

(1,494,780

)

(217,910

)

Other operating income

26,463

26,302

OPERATING LOSS

(1,468,317

)

(191,608

)

Interest receivable and similar income

14,125

590

Other finance income

21

18,000

-

32,125

590

(1,436,192

)

(191,018

)

Interest payable and similar expenses

5

1,844,457

158,835

LOSS BEFORE TAXATION

6

(3,280,649

)

(349,853

)

Tax on loss

7

(134,289

)

37,357

LOSS FOR THE FINANCIAL YEAR

(3,146,360

)

(387,210

)

Loss attributable to:

Owners of the parent

(3,146,360

)

(387,210

)

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2023

Period

15/2/22

Year ended

to

30/9/23

30/9/22

Notes

£

LOSS FOR THE YEAR

(3,146,360

)

(387,210

)

OTHER COMPREHENSIVE INCOME

Actuarial gains/(losses)

(49,000

)

-

Income tax relating to other comprehensive
income

(31,500

)

-

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(80,500

)

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(3,226,860

)

(387,210

)

Total comprehensive income attributable to:

Owners of the parent

(3,226,860

)

(387,210

)

FIXED ASSETS

Intangible assets

9

25,368,379

23,608,847

Tangible assets

10

391,175

694,602

Investments

11

-

25,759,554

24,303,449

CURRENT ASSETS

Stocks

12

109,683

122,709

Debtors

13

4,670,824

3,803,040

Cash at bank and in hand

1,813,771

1,154,247

6,594,278

5,079,996

CREDITORS

Amounts falling due within one year

14

11,144,887

11,617,563

NET CURRENT LIABILITIES

(4,550,609

)

(6,537,567

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

21,208,945

17,765,882

CREDITORS

Amounts falling due after more than one
year

15

(20,171,351

)

(13,219,855

)

PROVISIONS FOR LIABILITIES

19

(147,503

)

(308,926

)

PENSION ASSET

22

405,000

279,000

NET ASSETS

1,295,091

4,516,101

CAPITAL AND RESERVES

Called up share capital

20

82,854

77,004

Other reserves

21

4,826,307

Retained earnings

21

(3,614,070

)

(387,210

)

SHAREHOLDERS' FUNDS

1,295,091

4,516,101

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2024 and were signed on its behalf by:

Mr R S Brand - Director

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

1

CURRENT ASSETS

Debtors

13

4,910,628

4,903,310

CREDITORS

Amounts falling due within one year

14

1,468

-

NET CURRENT ASSETS

4,909,160

4,903,310

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,909,161

4,903,311

CAPITAL AND RESERVES

Called up share capital

20

82,854

77,004

Other reserves

21

4,826,307

SHAREHOLDERS' FUNDS

4,909,161

4,903,311

Company's profit for the financial year

-

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2024 and were signed on its behalf by:

Mr R S Brand - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

Changes in equity

Issue of share capital

77,004

-

4,826,307

4,903,311

Total comprehensive income

-

(387,210

)

-

(387,210

)

Balance at 30 September 2022

77,004

(387,210

)

4,826,307

4,516,101

Changes in equity

Issue of share capital

7,317

-

7,317

Repurchase of share capital

(1,467

)

-

(1,467

)

Total comprehensive income

-

(3,226,860

)

-

(3,226,860

)

Balance at 30 September 2023

82,854

(3,614,070

)

4,826,307

1,295,091

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

Changes in equity

Issue of share capital

77,004

-

4,826,307

4,903,311

Balance at 30 September 2022

77,004

-

4,826,307

4,903,311

Changes in equity

Issue of share capital

7,317

-

7,317

Repurchase of share capital

(1,467

)

-

(1,467

)

Balance at 30 September 2023

82,854

-

4,826,307

4,909,161

PHL GROUP HOLDCO LIMITED (REGISTERED NUMBER: 13917258)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2023

Period

15/2/22

Year ended

to

30/9/23

30/9/22

Notes

£

Cash flows from operating activities

Cash generated from operations

1

1,414,123

(249,695

)

Interest paid

(1,186,523

)

(58,440

)

Interest element of hire purchase payments
paid

(1,975

)

(796

)

Tax paid

(507,562

)

-

Net cash from operating activities

(281,937

)

(308,931

)

Cash flows from investing activities

Purchase of intangible fixed assets

(333,655

)

(253,057

)

Purchase of tangible fixed assets

(90,349

)

(127,610

)

Sale of intangible fixed assets

7,458

-

Acquisition of subsidiaries

(4,933,072

)

(11,533,015

)

Cash acquired on acquisition

-

481,680

Interest received

9,346

-

Net cash from investing activities

(5,340,272

)

(11,432,002

)

Cash flows from financing activities

Shareholder loans advanced in period

-

(238,954

)

Drawdown on other loans

6,307,440

6,239,516

Issue of loan notes

-

6,869,000

Capital repayments in period

(24,239

)

(20,822

)

Issue of share capital

-

46,440

Share buyback

(1,468

)

-

Net cash from financing activities

6,281,733

12,895,180

Increase in cash and cash equivalents

659,524

1,154,247

Cash and cash equivalents at beginning
of year

2

1,154,247

-

Cash and cash equivalents at end of year

2

1,813,771

1,154,247

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

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Loss before taxation

(3,280,649

)

(349,853

)

Depreciation charges

290,910

49,451

Loss on disposal of fixed assets

1,802

862

Amortisation

3,353,080

413,287

Impairment of fixed assets

517,126

-

Current service cost

37,000

-

Pension funding contributions

(194,000

)

-

Finance costs

1,844,457

158,835

Finance income

(32,125

)

(590

)

2,537,601

271,992

Decrease/(increase) in stocks

13,026

(22,860

)

(Increase)/decrease in trade and other debtors

(749,104

)

136,041

Decrease in trade and other creditors

(387,400

)

(634,868

)

Cash generated from operations

1,414,123

(249,695

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 30 September 2023

30/9/23

1/10/22

£

Cash and cash equivalents

1,813,771

1,154,247

Period ended 30 September 2022

30/9/22

15/2/22

£

Cash and cash equivalents

1,154,247

-

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1/10/22

Cash flow

changes

At 30/9/23

£

Net cash

Cash at bank

and in hand

1,154,247

659,524

1,813,771

1,154,247

659,524

1,813,771

Debt

Finance leases

(36,184

)

24,239

-

(11,945

)

Debts falling due

after 1 year

(13,207,952

)

(6,307,440

)

(655,959

)

(20,171,351

)

(13,244,136

)

(6,283,201

)

(655,959

)

(20,183,296

)

Total

(12,089,889

)

(5,623,677

)

(655,959

)

(18,369,525

)

1.	COMPANY INFORMATION

PHL Group Holdco Limited was incorporated 15 February 2022 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The principal activity of the group is the provision of services in the healthcare sector. The registered office address is 6 Quay Point, North Harbour Road, Hampshire, PO6 3TD.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentation currency is £ sterling.

Going concern

The financial statements have been prepared on the going concern basis.

Financial reporting standard 102 - reduced disclosure exemptions

The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

o the requirements of Section 7 Statement of Cash Flows;

o the requirement of paragraph 3.17(d);

o the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48 (a), 11.48 (b) and 11.48 (c);

o the requirements of paragraphs 12.26, 12.27, 12.29 (a), 12.29 (b) and 12.29A;

o the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

o the requirement of paragraph 33.7.

Basis of consolidation

The consolidated financial statements incorporate the results of PHL Group Holdco Limited and all of its subsidiary undertakings as at 30 September 2023 using the acquisition method of accounting as required. Where the acquisition method is used, the results of subsidiary undertakings are included from the date of acquisition. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Subsidiaries are excluded from consolidation from the date that control ceases.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group.

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

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Leases

A lease that does not transfer substantially all of the risks and rewards of ownership is classified as an
operating lease and is therefore not included in the statement of financial position.

Intangibles and goodwill

On acquisition, the directors use their judgement to determine the fair value of any intangibles to
recognise separately from goodwill. This is based on their knowledge and experience in the sector.

Research and development

The directors use their judgement to determine when the research phase ends and the development
phase begins.

Other key sources of estimation uncertainty

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where
appropriate. The actual lives of the assets and residual values are assessed annually and may vary
depending on a number of factors. Residual value assessments consider issues such as market
conditions, the remaining life of the asset and projected disposal values.

Pension asset

The calculation of the pension asset is determined using actuarial assumptions. The actuarial valuation
involves making assumptions about discount rates, mortality rates and future pension increases. Due to
the complexity of the valuation, the underlying assumption and the long term nature of these plans, such
estimates are subject to significant uncertainty.

Useful life of goodwill

A reliable estimate is made of the useful life of goodwill arising on acquisitions. The estimate is based on
the directors knowledge of the underlying company and sector.

Intangible fixed assets

The directors estimate the useful life and residual values of intangible fixed assets based on their
knowledge of the market and the remaining life of the asset.

Contract accounting

Revenue and costs relating to long term contracts are recognised when the service is provided. Any
costs in relation to contract set up are deferred where appropriate in line with the revenue recognition.
This involves estimating the revenue and costs over the period of the contract.

Turnover

Turnover represents net sales during the period adjusted for accrued and deferred income where applicable.

Turnover relates to the provision of healthcare and recruitment services. Revenue is recognised on the provision of the service.

Long-term contracts are assessed on a contract by contract basis and are reflected in the Consolidated Income Statement by recording turnover and related costs as each contract progresses.

Intangible assets

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values of the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill is amortised over its expected useful life of 10 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the Income Statement.

Software development costs recognised represent the capital expenditure on the development of the Group's projects. Software is amortised over its expected useful life of 5 years.

Tangible fixed assets

All tangible fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Leasehold improvements

- 25% reducing balance

Fixtures and fittings

- Four to seven years straight line

Computer equipment

- Four to five years straight line

Medical equipment

- Five years straight line

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Consolidated Income Statement.

Investments

Investments are initially recognised at cost and subsequently carried at cost less accumulated impairment losses.

Stocks

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

Net realisable value is the price at which stocks can be sold in the normal course of business after allowing for the costs and realisation, and where appropriate, the cost of conversion from their existing state to a finished condition. Provision is made where necessary for obsolescent, slow moving and defective stock.

Financial instruments

The Group only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Taxation

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

Current 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 is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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

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

Research and development

Expenditure on research is written off in the year in which it is incurred. Expenditure on development of software is capitalised once the following has been demonstrated:

-

The technical feasibility of completing the intangible asset so that it will be available for use or sale;

-

The intention to complete the intangible asset and use or sell it;

-

The ability to use or sell the intangible asset;

-

How the intangible asset will generate probable future economic benefits;

-

The availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and

-

The ability to measure reliably the expenditure attributable to the intangible asset during its development.

Hire purchase and leasing commitments

Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the Consolidated Income Statement over the estimated useful economic life of the asset.

Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the income statement over the period of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts payable to the lessor.

All other leases are treated as operating leases. Their annual rentals are charged to the Consolidated Income Statement on a straight line basis over the term of the lease.

Pension costs and other post-retirement benefits

The Group accounts for its defined benefit pension scheme in accordance with FRS 102. The pension scheme assets are measured using the projected units method. The pension scheme asset is recognised in full and disclosed on the face of the balance sheet. The movement in the scheme asset is split between operating profit and finance costs in the Consolidated Income Statement and the Consolidated Statement of Other Comprehensive Income.

In addition, the group makes contributions to a defined contribution scheme, the assets of which are held separately from those of the group in an independently administered fund. Contributions to this scheme are charged to the Consolidated Income Statement as they become payable.

3.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Healthcare services

42,205,553

6,686,795

Recruitment services

163,737

41,211

42,369,290

6,728,006

All turnover arose in the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Wages and salaries

12,312,611

2,133,810

Social security costs

1,255,427

187,487

Other pension costs

356,384

76,221

13,924,422

2,397,518

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

Period

15/2/22

Year ended

to

30/9/23

30/9/22

Clinical

176

163

Non-clinical

408

262

584

425

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Directors' remuneration

487,571

182,083

Directors' pension contributions to money purchase schemes

4,448

660

Compensation to directors for loss of office

87,836

-

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

Money purchase schemes

4

3

Information regarding the highest paid director is as follows:

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Emoluments etc

122,835

47,500

Pension contributions to money purchase schemes

1,320

220

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Loan note interest

571,845

70,158

Loan interest

1,259,019

87,719

Other similar charges

11,618

162

Hire purchase and finance

lease charges

1,975

796

1,844,457

158,835

6.	LOSS BEFORE TAXATION

The operating loss is stated after charging:

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Depreciation - owned assets

278,452

42,215

Depreciation - assets on finance

12,458

7,236

Loss on sale of tangible fixed assets

1,802

862

Hire of plant and machinery

19,164

3,147

Goodwill amortisation

3,194,263

390,948

Software amortisation

158,817

22,339

Operating leases

207,784

14,096

Fees payable to the company's auditor for the audit of the company's annual
accounts

2,000

5,675

Audit of the accounts of subsidiaries

54,500

28,108

Non-audit services in relation to tax compliance

-

983

Other non-audit services

28,481

7,860

7.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Current tax:

UK corporation tax

88,485

18,392

Over/under provision in prior

year

(29,851

)

-

Total current tax

58,634

18,392

Deferred tax

(192,923

)

18,965

Tax on loss

(134,289

)

37,357

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

15/2/22

Year ended

to

30/9/23

30/9/22

£

Loss before tax

(3,280,649

)

(349,853

)

Loss multiplied by the standard rate of corporation tax in the UK of 22.010
% (2022 - 19 %)

(722,071

)

(66,472

)

Effects of:

Expenses not deductible for tax purposes

681,820

74,590

Income not taxable for tax purposes

(3,926

)

-

Adjustments to tax charge in respect of previous periods

(29,851

)

-

Deferred tax previously unprovided

(17,538

)

-

Difference in tax rate

(20,416

)

-

Movement in deferred tax unprovided

20,392

-

Pension payments

(42,699

)

-

Other timing differences

-

29,239

Total tax (credit)/charge

(134,289

)

37,357

Tax effects relating to effects of other comprehensive income

2023

Gross

Tax

Net

£

Actuarial gains/(losses)

(49,000

)

(31,500

)

(80,500

)

8.	INDIVIDUAL INCOME STATEMENT

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

9.	INTANGIBLE FIXED ASSETS

Group

Development

Goodwill

costs

Totals

£

COST

At 1 October 2022

23,456,809

656,395

24,113,204

Additions

5,295,415

250,986

5,546,401

Disposals

-

(8,637

)

(8,637

)

At 30 September 2023

28,752,224

898,744

29,650,968

AMORTISATION

At 1 October 2022

390,948

113,409

504,357

Amortisation for year

3,194,263

158,817

3,353,080

Eliminated on disposal

-

(1,179

)

(1,179

)

Impairments

-

426,331

At 30 September 2023

3,585,211

697,378

4,282,589

NET BOOK VALUE

At 30 September 2023

25,167,013

201,366

25,368,379

At 30 September 2022

23,065,861

542,986

23,608,847

PHL Horizon Ltd was acquired by the group during the previous period. Partnering Health Limited, a subsidiary company, acquired Salveas Limited before PHL Horizon Ltd was acquired by the group. An element of this consideration is deferred and linked to future performance. In the prior period, part of this deferred consideration was not able to be reliably estimated, therefore was not included within the goodwill calculation. In the current period, the directors are able to reliably estimate this consideration which totals £5,263,227. Goodwill has therefore been increased by this amount plus other legal fees.

10.	TANGIBLE FIXED ASSETS

Group

Fixtures

Leasehold

and

Medical

Computer

improvements

fittings

equipment

Totals

£

COST

At 1 October 2022

14,311

617,169

45,023

796,192

1,472,695

Additions

-

29,322

2,339

48,941

80,602

Disposals

-

(522

)

(6,524

)

(900

)

(7,946

)

At 30 September 2023

14,311

645,969

40,838

844,233

1,545,351

DEPRECIATION

At 1 October 2022

3,508

251,727

26,005

496,853

778,093

Charge for year

2,701

143,887

8,952

135,370

290,910

Eliminated on disposal

-

(4,722

)

(900

)

(5,622

)

Impairments

-

90,795

At 30 September 2023

6,209

395,614

30,235

722,118

1,154,176

NET BOOK VALUE

At 30 September 2023

8,102

250,355

10,603

122,115

391,175

At 30 September 2022

10,803

365,442

19,018

299,339

694,602

The net book value of tangible fixed assets includes £5,644 (2022: £59,897) in respect of assets held under hire purchase contracts.

11.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 October 2022

and 30 September 2023

1

NET BOOK VALUE

At 30 September 2023

1

At 30 September 2022

1

The principal undertakings in which the Company had an interest at the year end are as follows:

Company

Subsidiary undertakings

Country of
incorporation

Class of
share
capital held

Proportion of
share capital
held

Nature of business

PHL Group Midco Limited

England

Ordinary

100%

Holding company

PHL Group Finance Limited*

England

Ordinary

100%

Holding company

PHL Horizon Ltd*

England

Ordinary

100%

Holding company

Partnering Health Holdings Limited*

England

Ordinary

100%

Holding company

Partnering Health Limited*

England

Ordinary

100%

Medical practice
activities

PHL Integrated Care Limited*

England

Ordinary

100%

Medical practice
activities

PHL Primary Care Limited*

England

Ordinary

100%

Medical practice
activities

PHL Professionals Ltd*

England

Ordinary

100%

Recruitment services

PHL Youla Limited*

England

Ordinary

100%

Medical practice
activities

Salveas Limited*

Scotland

Ordinary

100%

Medical practice
activities

* - subsidiaries indirectly held by PHL Group Holdco Limited

The registered office for all of the above companies other than Salveas Limited is 6 Quay Point, North Harbour Road, Portsmouth, PO6 3TD. The registered office for Salveas Limited is F5, Buchan House Carnegie Campus, Enterprise Way, Dunfermline, Fife, KY11 8PL.

12.

STOCKS

Group

2023

2022

£

Stock

109,683

122,709

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2023

2022

2023

2022

£

Trade debtors

2,739,777

2,599,623

-

Amounts owed by group undertakings

-

4,903,311

4,903,310

Other debtors

848,759

256,241

7,317

-

Tax

106,585

-

Prepayments and accrued income

975,703

947,176

-

4,670,824

3,803,040

4,910,628

4,903,310

£46,440 of the 'Amounts owed by group undertakings' are disclosed as falling due within one year as there is no formal loan agreement in place for the debts to be repaid over a longer period. However, the group's intention is that this debt will not be repaid within the next 12 months.

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2023

2022

2023

2022

£

Hire purchase contracts (see note 17)

11,945

24,281

-

Trade creditors

1,377,880

1,718,974

-

Amounts owed to group undertakings

-

1,468

-

Corporation tax

-

342,344

-

Social security and other taxes

417,129

359,429

-

VAT

1,635

16,944

-

Other creditors

496,734

419,965

-

Accruals and deferred income

8,839,564

8,735,626

-

11,144,887

11,617,563

1,468

-

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2023

2022

£

Loan notes (see note 16)

7,508,301

6,936,456

Other loans (see note 16)

12,663,050

6,271,496

Hire purchase contracts (see note 17)

-

11,903

20,171,351

13,219,855

16.

LOANS

An analysis of the maturity of loans is given below:

Group

2023

2022

£

Amounts falling due between two and five

years:

Loan notes

7,508,301

-

Other loans

12,663,050

6,271,496

20,171,351

6,271,496

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Loan notes due in more than

5 years

-

6,936,456

-

6,936,456

The other loans are due for repayment in full on 17 August 2027. Up until 28 September 2023, interest accrues on the loan at a rate of 7% plus base rate and is payable monthly. From 28 September 2023 the interest rate changed to 7.25% plus base rate. All other terms remained the same.

The loan notes are due for repayment in full on 14 November 2027. Interest accrues on the loan notes at a rate of 8% per annum.

17.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Hire purchase contracts

2023

2022

£

Net obligations repayable:

Within one year

11,945

24,281

Between one and five years

-

11,903

11,945

36,184

Group

Non-cancellable

operating leases

2023

2022

£

Within one year

238,680

140,067

Between one and five years

412,358

342,495

In more than five years

-

56,897

651,038

539,459

18.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2023

2022

£

Hire purchase contracts

11,945

36,184

Other loans

13,000,000

6,271,496

Loan notes

7,508,301

6,936,456

20,520,246

13,244,136

Security over hire purchase contracts has been given by way of a fixed and floating charge over the assets financed.

The other loans and loan notes are secured by fixed and floating charges over all the assets of the group and are guaranteed by subsidiary companies.

19.	PROVISIONS FOR LIABILITIES

Group

2023

2022

£

Deferred tax

147,503

308,926

Group

Deferred tax

£

Balance at 1 October 2022

308,926

Credit to Income Statement during year

(192,923

)

Charge to Other Comprehensive

31,500

Balance at 30 September 2023

147,503

Group

2023

2022

The deferred tax liability comprises:

£

Deferred tax liability on pension asset

101,250

69,750

Deferred tax liability on accelerated capital allowances

115,718

239,176

Deferred tax asset on tax losses carried forward

(54,465

)

-

Deferred tax asset on other timing differences

(15,000

)

-

147,503

308,926

20.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal value:

2023

2022

£

4,350,000

A Ordinary

£0.01

43,500

2,183,655

B Ordinary

£0.01

21,837

30,564

878,948

C Ordinary

£0.01

8,789

2,940

507,770

D Ordinary

£0.01

5,078

-

364,979

E Ordinary

£0.01

3,650

-

82,854

77,004

507,770 B Ordinary shares were re-classified to D Ordinary shares and 364,979 B Ordinary shares were re-classified to E Ordinary shares during the period.

731,730 C Ordinary shares were allotted during the period at par. 146,782 C Ordinary shares were also re-purchased during the period.

Rights and restrictions attached to shares

Voting rights

The A Ordinary shares shall carry full voting rights unless an event of default has occurred or is subsisting. In which the number of voting rights attaching to the A Ordinary shares (as a class) at any general meeting or on any written or on any written resolution shall be such number as is equal to 90% of the total voting rights attaching to all shares in issue at the date of any such meeting or the date of circulation of any such resolution. The enhanced voting rights attached to the A Ordinary shares shall continue for so long as the relevant event or circumstance continues to subsist or until such matter is waived or otherwise remedied to the reasonable satisfaction, confirmed in writing, of the fund manager.

The B and C Ordinary shares shall carry full voting rights.

The D and E Ordinary shares shall have no right to vote.

Dividend rights

In relation to A, B and C Ordinary shares, any profits which the company, on the recommendation of the directors and subject to the consent of the fund manager, determines to distribute in respect of any accounting period shall be applied on a non-cumulative basis between the holders for the time being of the Ordinary shares. Any such dividend shall be paid in cash and shall be distributed amongst the holders of such shares pro rata according to the number of such shares held by each of them respectively, as if they constituted one class of share.

The D and E Ordinary shares have no entitlement to dividends.

Return of capital

On a return of capital, whether on liquidation, capital reduction or otherwise (but excluding a purchase of own shares), any surplus assets of the company remaining after the payment of its liabilities shall be applied to the Ordinary shares as follows:

The first £4,826,307 of surplus assets or realisation value shall be allocated pro-rata amongst the holders of A Ordinary shares as to £2,151,862 and pro-rata amongst the holders of B Ordinary shares as to £2,674,445; and thereafter any such balance of surplus assets or realisation value shall be allocated pro-rata amongst all holders of Ordinary shares in the following proportions:

To the holders of the D Ordinary shares up to a maximum distribution of £395,965.92; to the holders of the E Ordinary shares up to a maximum distribution of £284,615.74; and once the respective figures in Article 3.1.2.1 and 3.1.2.2 have been distributed, any remaining surplus shall be paid to the holders of the A, B and C Ordinary shares on a pari passu basis without limit.

All shares are non-redeemable.

21.

RESERVES

Group

Retained

Other

earnings

reserves

Totals

£

At 1 October 2022

(387,210

)

4,826,307

4,439,097

Deficit for the year

(3,146,360

)

(3,146,360

)

Other comprehensive income

(80,500

)

-

(80,500

)

At 30 September 2023

(3,614,070

)

4,826,307

1,212,237

Company

Retained

Other

earnings

reserves

Totals

£

At 1 October 2022

-

4,826,307

Profit for the year

-

At 30 September 2023

-

4,826,307

Retained earnings represents accumulated profits and losses to date.

The other reserves relate to the issue of shares for consideration of the Group's subsidiaries.

22.	EMPLOYEE BENEFIT OBLIGATIONS

The Group are party to a funded defined benefit scheme providing benefits to the members based on final pensionable pay. The scheme commenced on 15 April 2015.

Contributions to the scheme are charged to the Consolidated Income Statement so as to spread the cost of pensions evenly over employees' working lives with the Group.

The assets of the scheme are held separately from those of the Group, being invested in managed funds.

Employer contributions amounting to £194k (2022: £nil) were paid during the year.

The last full actuarial valuation was carried out at 31 December 2021 and updated to 30 September 2023 by a qualified independent actuary on an FRS 102 basis.

The amounts recognised in the balance sheet are as follows:

Defined benefit

pension plans

2023

2022

£

Present value of funded obligations

(727,000

)

(684,000

)

Fair value of plan assets

1,132,000

963,000

405,000

279,000

Present value of unfunded obligations

-

Surplus

405,000

279,000

Net asset

405,000

279,000

The amounts recognised in profit or loss are as follows:

Defined benefit

pension plans

2023

2022

£

Current service cost

37,000

-

Net interest from net defined benefit
asset/liability

(18,000

)

-

Past service cost

-

19,000

-

Actual return on plan assets

(2,000

)

-

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit

pension plans

2023

2022

£

Opening defined benefit obligation at acquisition

684,000

Current service cost

37,000

-

Contributions by scheme participants

10,000

-

Interest cost

36,000

-

Actuarial losses/(gains)

(7,000

)

-

Benefits paid

(33,000

)

-

727,000

684,000

Changes in the fair value of scheme assets are as follows:

Defined benefit

pension plans

2023

2022

£

Opening fair value of scheme assets at acquisition

963,000

Contributions by employer

194,000

-

Contributions by scheme participants

10,000

-

Expected return

54,000

-

Actuarial gains/(losses)

(56,000

)

-

Benefits paid

(33,000

)

-

1,132,000

963,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit

pension plans

2023

2022

£

Actuarial gains/(losses)

(49,000

)

-

(49,000

)

-

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit

pension plans

2023

2022

£

Equities

387,000

408,000

Bonds

594,000

406,000

Multi-Asset

151,000

149,000

1,132,000

963,000

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2023

2022

Discount rate

5.35%

5.15%

Rate of pensionable salary increases

3.10%

RPI for revaluation deferment

3.55%

3.80%

RPI for increase in payment

3.20%

3.60%

CPI for revaluation deferment

2.85%

3.10%

CPI for increase in payment

2.90%

3.20%

The directors consider that there is no material difference between the value of the pension asset at acquisition and the period end.

23.	CAPITAL COMMITMENTS

2023

2022

£

Contracted but not provided for in the

financial statements

-

31,771

24.	RELATED PARTY DISCLOSURES

During the year purchases of £34,104 (2022: £6,578) were made from Orchard Health Consultancy Limited, a company in which Dr T S Wright is a shareholder. The balance due to Orchard Health Consultancy Limited at the year end was £Nil (2022: £Nil).

During the year purchases of £15,040 (2022: £1,523) were made from Trinsic Ltd, a company in which Mr A Kandiah is a shareholder and director. The balance due to Trinsic Ltd at the year end was £Nil (2022: £1,686).

During the year purchases of £183,858 (2022: £38,807) were made from Zeyez Ltd, a company in which a director of Salveas Limited is also a shareholder and director. The balance due to Zeyez Ltd at the year end was £Nil (2022: £Nil).

During the year purchases of £1,223 (2022: £Nil) were made from Clinical Vantage Limited, a company in which a director of Partnering Health Limited is also a shareholder and director. The balance due to Clinical Vantage Limited at the year end was £Nil (2022: £Nil).

During the year sales of £Nil (2022: £12,779) were made to Staunton Surgery, an entity in which Mr R S Brand is a partner. The balance due from Staunton Surgery at the year end was £Nil (2022: £664).

During the year purchases of £231,106 (2022: £27,200) were made from Ethos Partners LLP, a company in which Mr P Wittett is also a director. The balance due to Ethos Partners LLP at the year end was £5,000 (2022: £165,180).

During the year the Group advanced loans to some of its shareholders. The total amount advanced at the year end is £244,322 (2022: £238,954) and is included within 'Debtors: Amounts falling due within one year'. Interest is charged on the loans at a rate of 2% per annum. The total amount of interest charged in the year is £4,779 (2022: £589). The loans are due for repayment on the sale or compulsory transfer of the shares.

During the year, a total of key management personnel compensation of £ 776,148 (2022 - £ 386,053 ) was paid.

25.	ULTIMATE CONTROLLING PARTY

The directors do not consider there to be an ultimate controlling party.