PHL Group Midco Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 13920184 (England and Wales)

PHL GROUP MIDCO LIMITED

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2023

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R S Brand

T S Wright

P A Wittet

E G Fichardt

REGISTERED OFFICE:

6 Quay Point

North Harbour Road

Portsmouth

PO6 3TD

REGISTERED NUMBER:

13920184 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

FIXED ASSETS

Investments

4

1

1

CURRENT ASSETS

Debtors

5

11,725,871

11,725,871

CREDITORS

Amounts falling due within one year

6

4,856,871

4,856,871

NET CURRENT ASSETS

6,869,000

6,869,000

TOTAL ASSETS LESS CURRENT LIABILITIES

6,869,001

6,869,001

CREDITORS

Amounts falling due after more than one year

7

7,508,301

6,936,456

NET LIABILITIES

(639,300

)

(67,455

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(639,301

)

(67,456

)

(639,300

)

(67,455

)

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

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

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

R S Brand - Director

1.	STATUTORY INFORMATION

PHL Group Midco Limited is a private company, limited by shares, incorporated in England and Wales. The registered office address is 6 Quay Point, North Harbour Road, Portsmouth, PO6 3TD. The company's registered number is 13920184.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentation currency is £ sterling.

Going concern

The company is reliant on the continued support of its fellow group companies which have confirmed their continuing support for a period of at least 12 months from the date of signing the accounts. The directors have therefore prepared the accounts on a going concern basis.

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 directors do not consider there to be any significant judgements or estimates.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Basic financial instruments are measured at amortised cost.

Taxation

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

Current 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.

Finance costs

Finance costs are charged to the Income Statement over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

Consolidated financial statements

The financial statements contain information about PHL Group Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the EEA group accounts of a larger group.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

4.	FIXED ASSET INVESTMENTS

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

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Amounts owed by group undertakings

11,725,871

11,725,871

£6,869,000 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.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Amounts owed to group undertakings

4,856,871

4,856,871

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023

2022

£

£

Loan notes 2-5 years

7,508,301

-

Loan notes due in more than

5 years

-

6,936,456

7,508,301

6,936,456

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 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.

8.	SECURED DEBTS

The following secured debts are included within creditors:

2023

2022

£

£

Loan notes

7,508,301

6,936,456

The loan notes are secured by a fixed and floating charge over all the assets of the company and are guaranteed by other group companies.

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

The Report of the Auditors was unqualified.

Kevin Richards (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

10.	CONTINGENT LIABILITIES

The company has a cross guarantee with its group company, PHL Group Finance Limited, in favour of TC Loans Limited to guarantee its loan. The total indebtedness at the balance sheet date is £13,000,000 (2022: £6,500,000).

11.	RELATED PARTY DISCLOSURES

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.

12.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent company is PHL Group Holdco Limited, a company incorporated in England & Wales.

The largest and smallest group in which the results of the company are consolidated is that headed by PHL Group Holdco Limited. Copies of these accounts are available to the public and may be obtained from the Registrar of Companies.

The directors do not consider there to be any individual who has ultimate control.