Company registration number 09940284 (England and Wales)
ARMATIRE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
ARMATIRE LIMITED
COMPANY INFORMATION
Directors
K Spencer
M Brittain
(Appointed 29 September 2022)
Secretary
R Weeks
Company number
09940284
Registered office
45 Westerham Road
Bessels Green
Sevenoaks
Kent
TN13 2QB
Auditor
Mercer & Hole LLP
Trinity Court
Church Street
Rickmansworth
WD3 1RT
ARMATIRE LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 46
ARMATIRE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -

The directors present the strategic report for the year ended 31 March 2023.

 

Principal activities

 

The principal activity of Armatire Limited during the period was that of a group holding company. The principal activities of subsidiaries of Armatire Limited are as follows: sub group holding company, property investment and management, jet aircraft investment and charter aircraft service, and provision of hotel accommodation, venue hire and food and beverage.

Results and performance

The results for the year are set out on page 10 and show a loss before taxation for the year of £22,909,644 (2022: £17,043,918). The directors have not recommended a dividend.

The parent company results for the year show a loss before taxation of £2.712,969 (2022: £18,842,993).

The group results for the year are described below. The Group recognised a share of profit for the year of associated undertakings of £441,979 (2022: £640,370). The group’s total revenues have increased to £33,235,076 from £32,508,481 in the prior year. Gross profit margins have decreased slightly to 29% (2022: 32%).

The group’s continues to make losses and reports a loss before tax of £22,909,644 (2022: £17,043,918). Results include a fair value unrealised loss on investment properties of £7,541,420 (2022: gain of £528,258). The investment properties have been impaired to reflect their tenancies as at the date of signing this report. It is management’s intention to maximise the return on sale of any investment properties and sell with vacant possession. The vacant possession value is £89,126,500, which would result in a revaluation gain of £2,075,000. Whilst turnover has remained steady year on year, the increase in cost has resulted in an increased of losses in the current year.

Management continue to review the group’s cost bases and monitor where processes, centralisation and synergies can be utilised to generate cost savings. Jet Aircraft Limited and Zenith Aircraft Limited reported foreign exchange losses on translation of the US Dollar aircraft loans of £254,635 and £389,992 respectively. Management are exploring hedging techniques to mitigate the risk of the volatile USD exchange rates.

The group total comprehensive loss for the year was £18,309,837 (2022: £18,500,995) taking into account a gain of £3,249,952 as a movement in equity, due to revaluation uplift on tangible fixed assets. As a result the group is showing a shareholders deficit of £94,684,552 (2022: £76,264,715) at 31 March 2023.

Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in this Strategic Report, which also makes reference to the group's financial risk management objectives, including exposure to liquidity risk. The group meets its day to day working capital requirements through the support of its shareholders and external borrowing.

During the year, the Company was in breach of its loan covenants regarding a bank loan of £68,621,715 and this has resulted in the loan being reclassified from non-current to current at the balance sheet reporting date. Subsequent to the year end, the breaches have not been enforced by the lender. Despite the Company continuing to be in breach of the loan covenants, following discussions with the lender the shareholders are confident the loan will not be recalled in the foreseeable future.

The financial statements have been prepared on the going concern basis as the director and majority shareholder K R Spencer has undertaken to provide financial support, as required, to enable the group to continue to trade for a period of at least 12 months from the date of approval of these statements. This represents a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern should the support be withdrawn or not materialise.

Should the group be unable to meet its liabilities as they fall due, adjustments would have to be made to restate fixed assets as current assets and reduce the value of assets to their recoverable amounts and to provide for any further liabilities as they arise.

ARMATIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
Principal risks and uncertainties

The process of risk acceptance and risk management is addressed through a framework of procedures and internal controls which are subject to Board approval and ongoing review by management and risk management. Compliance with regulation, legal and ethical standards is a high priority for the company and group and the compliance team and finance department take on an important oversight role in this regard. The Board is responsible for satisfying itself that a proper internal control framework exists to manage financial risks and that controls operate effectively.

The principal risks to the group are factors that affect property valuations and rental income streams such as high inflation and the cost of living crisis mentioned below. This would have an impact on Bewl Events & Waterpark Limited, Bishops UK Limited, Connect Centre Limited, Goswell Properties Limited and 55VS No 2 Limited and could affect revenue within Integra Property Management Limited. Increase in local competition to provide hotel accommodation, venue and room hire, as well as the cost of living crisis, would affect the revenue achievable within Salomons UK Limited. Increase in global fuel prices, which are being exacerbated by high inflation and the war in Ukraine, would lead to a reduction in gross profit margin for Zenith Aviation Limited and rising utility costs across the group.

Economic conditions

The Consumer Prices Index (CPI) was reported to have risen by 2.7% in the 12 months to March 2023. The high inflation and rising costs of living are having a significant impact on spending habits in the UK and across the World. The war in Ukraine is also having a further impact on global fuel prices.

Management are monitoring inflation alongside the cost of living and energy crises.

Following the governments lifting of the travel restrictions, as a result of Covid-19, the aviation division have seen Chartering’s volume and revenue recover to almost pre-pandemic levels as we see both leisure and business travellers now looking to book flights considerably more frequently. However, rising global fuel prices are having an impact on the aviation division’s gross profit margins. Management are monitoring this closely and reviewing sales pricing techniques and are focused on maximising charter in the company’s typical low-season through the Winter. The aircraft maintenance department is continuing to perform well and has seen fewer negative impacts from the current economic conditions.

The leisure division, which includes Salomons UK Limited and the trade at Bewl Water, has been impacted by rising energy prices and high inflation. With weddings and other events booked far in advance, price increases can then have a short term impact on profits. However renewed focus on core revenue generating streams has seen a surge in customers rebooking weddings, events and conferences with higher attendance numbers, along with food, beverage and hotel room occupancy also increasing.

Income of the property division is protected by legally enforceable lease agreements, but short term cash flows can be affected by lease deferrals. Working practices and demand for commercial office space is still changing as a result of the Covid-19 pandemic, and there is medium to long term uncertainty and risk in the commercial and residential property markets as to valuations and sustainable rental values.

Management have taken several steps to mitigate the impact of the current economic conditions, including reviewing cost bases, centralising support functions and renegotiating third party loan terms. Management also monitor and forecast both short term and long-term cash flows and plan to generate significant net proceeds into the Group by way of several capital events. Despite the ongoing uncertainty around the war in Ukraine and cost of living crisis, the directors are confident that the capital events and long-term plans will be realised. In the unlikely event that not all of the capital events come into fruition this will have some adverse effect on the Group’s cash and its ability to service the interest payments on the debt. Therefore, the shareholders are committed to supporting all the Armatire subsidiary companies and this is expected to continue for the foreseeable future.

Interest rates and exchange rates

Armatire subsidiary companies have a number of bank and other loans to help finance previous acquisitions of companies and properties. These bank loans and other loans are subject to interest charges and the group is at risk to any increases in either the base rate and/or the LIBOR. The Aviation loans, entered into to finance the acquisition of aircraft, are USD denominated. The businesses’ cash flows and loan values are exposed to currency fluctuations due to a strengthening U.S. Dollar or weaker Pound. Management are mitigating this risk using exchange rate hedging techniques when deemed necessary.

ARMATIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -
Financial risk management objectives

The group is exposed to financial risk through its financial assets and financial liabilities. In particular, the key financial risk is that the proceeds from financial assets are not sufficient to fund obligations as they fall due.

Credit risk - Credit risk is that the customer will be unable to pay amounts in full when due. The group manages this risk by reviewing suitable credit terms for each new customer and after suitable checks have been performed.

Cash flow risk - Cash flow risk is that the group will not have sufficient cash resources to meet its obligations as they fall due, in particular, interest charges and loan repayments. The group manages this risk through efficient working capital management and monitors its bank balances daily.

Interest rate risk – Interest rate risk is the risk that the group’s borrowing costs will increase significantly and as a result the group will not be able to meet its obligations on its bank and other loans. The group manages this risk by regularly reforecasting cash flows using the latest interest rates.

Foreign exchange risk – Foreign exchange risk is the risk that the group will not have sufficient resources to meet its foreign currency payment obligations due to the volatile exchange rate. Management are mitigating this risk using exchange rate hedging techniques.

Key performance indicators

The group closely monitors its performance against a series of measures on a monthly and year to date basis. These cover key aspects of the business operations including debtors, creditors, expenses and cash flow. Expenses are monitored monthly by expense type and cash flow is monitored daily.

 

The group also monitors turnover, gross profit margin and operating profit/(loss). For the subsidiary company that provides hotel accommodation, its key performance indicator is to monitor occupancy. For the subsidiary that provides charter flights, its key performance indicator is the number of charters and number of non-flying days. In addition, for the seven subsidiaries that invest and develop property they monitor the investment property valuations for capital growth.

 

 

2023

2022

 

£

£

Group Turnover

33,235,076

32,508,481

Group Gross Profit

9,786,199

10,304,031

Group Comprehensive Loss

(18,309,837)

(18,500,995)

 

 

 

For the year ended 31 March 2023, the group’s gross profit percentage was 29.4% (2022: 31.7%).

 

 

2023

2022

(Restated)

 

£

£

Group Net Current Liabilities

(174,550,492)

(153,703,473)

Group Net Liabilities

(94,684,552)

(76,264,715)

 

 

The group’s net liabilities have increased from the prior year by £18,419,837. Losses incurred across the group have contributed to the deterioration of the net balance sheet position.

 

For each of the subsidiary companies within the group, the level of trade debtors is monitored on a regular basis and each review examines the ageing of the debt to ensure that the debtor days does not exceed an excessive level. Management also monitors the level of trade creditors on a regular basis with the aim to maximise the level of credit available to the group within normal credit terms offered to it by suppliers.

 

Non-financial key performance indicators

The Strategic report does not include any non-financial key performance indicators as the directors consider it is not necessary for an understanding of the development, performance or position of the group's business.

 

ARMATIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -
Future outlook

The company will continue to be a holding company for all its subsidiaries. No acquisitions of companies are planned at the time of publishing these financial statements.

The maintenance department within the Aviation division, comprising Zenith Aviation Limited, Jet Aircraft Limited and Zenith Aircraft Limited, is expected to continue to generate healthy profits. Charter results for the year-ended 31 March 23 suffered because of two aircraft in its fleet being temporarily grounded during Summer high season due needing essential repairs. Charter results are expected to improve as management renew focus on sales pricing techniques. New customers are entering the market, which will support both future charter and engineering revenue.

Management continues to focus on maximising revenue in Salomons UK Limited by increasing the volume of wedding bookings, event bookings, and restaurant/bar sales. In addition, management are continuing to review fixed costs to achieve cost savings and efficiencies wherever possible. Management is also continuing to market the site as a country getaway, with several short term lets available. Management have reviewed any loss-making parts of each operation and in most cases removed them. There has been additional focus on squeezing value from existing assets to maximise profits without additional capital expenditure. Management is also focused on expanding the trade at Bewl Water to make it a profitable venture all year round, including a new Christmas event in 2024.

Integra property management limited (“IPM”) (trading as Presence & Co) profits are continuing to grow. IPM Residential and Commercial Lettings Limited was incorporated during the year as a subsidiary of SQIB Limited. The new entity supports IPM business by managing the existing property portfolio in house, reducing fees and utilising IPM specialist, departmental knowledge across facilities, finance and health and safety.

Management is investing in modernising the website of E.J. Markham & Son Limited (“EJM”), which will be upgraded in two phases. Phase 1 is complete and allows customers to view all items for sale online, prior to visiting the store. Phase 2 will include the buy and pawn online functionality and will significantly expand EJM’s customer base.

 

Businesses across the Group are continuing the good discipline and cost cutting that was necessary following the Covid-19 lockdowns, and into the uncertain economic climate, to operate more efficiently.

 

Post balance sheet events

A group subsidiary, Jet Aircraft Limited sold its only aircraft after the year end on 12 December 2023 for consideration of $7.9m. As a result, the company has plans to cease trading and the directors have resolved that they do not consider the company to be a going concern.

On the 12 July 2023, the group sold 100% of its share holding in Goswell Properties Limited.

On behalf of the board

M Brittain
Director
2 August 2024
ARMATIRE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -

The directors present their annual report and financial statements for the year ended 31 March 2023.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid (2022: Nil). The directors do not recommend payment of a further dividend (2022: Nil).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

K Spencer
M Brittain
(Appointed 29 September 2022)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the relative aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the company continues and the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of a disabled person should as far as possible, be identical to that of a person who does not suffer from a disability.

Employee involvement

Consultation with employees or their representatives has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests. Information about the financial and economic performance of their business units and of the SQIB group as a whole are communicated to employees through the in-house newsletters and briefing groups.

Auditor

The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Disclosure of information in the strategic report

Matters required by Schedule 7 of the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 has been included in the separate Strategic Report in accordance with section 414c(11) of the Companies Act 2006.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
M Brittain
Director
2 August 2024
ARMATIRE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
- 6 -

The directors are responsible for preparing the Annual Report 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 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:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ARMATIRE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARMATIRE LIMITED
- 7 -
Opinion

We have audited the financial statements of Armatire Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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.

Material uncertainty related to going concern

We draw attention to note 1.4 on page 19 of the financial statements concerning the group’s and the company’s ability to continue as a going concern.

 

The group had net current liabilities of £174,550,492 (2022: £153,703,473 restated) and net liabilities of £94,684,552 (2022: £76,264,715) at 31 March 2023 which included £152,559,515(2022: £159,621,905) owed to related parties. The company had net current liabilities of £44,331,066 (2022: £41,177,016) and net liabilities of £31,706,766 (2022 - £28,993,797) at 31 March 2023 which included £46,757,944 (2022: £55,516,587) owed to group companies and other related parties.

The group and the company will rely on the ongoing support of third party lenders, related parties and shareholders to continue to trade and meet its liabilities as they fall due. This support includes the loans not being recalled and the successful completion of a number of capital events to meet debt repayments which fall due for repayment within 12 months of the date these accounts are approved or have fallen due for repayment before the accounts are approved. Ongoing support from existing lenders is dependent on the group and the company remaining in good standing with third party lenders where loan covenants may have been breached, but not enforced, notwithstanding refinancing with the same lenders after the year end.

As stated in note 1.4 on page 19, these events or conditions, along with the other matters identified, indicated that a material uncertainty exists that may cast significant doubt on the company’s and the group’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Notwithstanding the above, 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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

ARMATIRE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARMATIRE LIMITED
- 8 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.

ARMATIRE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARMATIRE LIMITED
- 9 -

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https:// 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.

Anil Kapoor (Senior Statutory Auditor)
For and on behalf of Mercer & Hole LLP
2 August 2024
Chartered Accountants
Statutory Auditor
Trinity Court
Church Street
Rickmansworth
WD3 1RT
ARMATIRE LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
2023
2022
as restated
Notes
£
£
Turnover
3
33,235,076
32,508,481
Cost of sales
(23,448,877)
(22,204,450)
Gross profit
9,786,199
10,304,031
Administrative expenses
(13,269,779)
(24,461,864)
Other operating income
40,000
2,309,907
Amounts written off loans to related parties
9
(2,867,043)
-
0
Share of profits of associates
441,979
640,370
Interest receivable and similar income
7
990,155
2,940,001
Interest payable and similar expenses
8
(10,489,735)
(9,304,621)
Fair value (losses) and gains on investment properties
14
(7,541,420)
528,258
Loss before taxation
(22,909,644)
(17,043,918)
Tax on loss
10
1,349,855
(1,457,077)
Loss for the financial year
28
(21,559,789)
(18,500,995)
Loss for the financial year is attributable to:
- Owners of the parent company
(17,343,237)
(17,563,397)
- Non-controlling interests
(4,216,552)
(937,598)
(21,559,789)
(18,500,995)
ARMATIRE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
2023
2022
as restated
£
£
Loss for the year
(21,559,789)
(18,500,995)
Other comprehensive income
Revaluation of tangible fixed assets
3,249,952
-
0
Total comprehensive income for the year
(18,309,837)
(18,500,995)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(14,905,773)
(17,563,397)
- Non-controlling interests
(3,404,064)
(937,598)
(18,309,837)
(18,500,995)
ARMATIRE LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 12 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
12
45,895
321,277
Negative goodwill
12
(1,311)
(3,418)
Net goodwill
44,584
317,859
Other intangible assets
12
6,212
-
0
Total intangible assets
50,796
317,859
Tangible assets
13
32,277,661
30,163,545
Investment properties
14
87,051,500
108,610,000
Investments
15
7,549,526
7,455,715
126,929,483
146,547,119
Current assets
Stocks
20
1,207,650
999,216
Debtors falling due after more than one year
21
16,504,827
21,012,462
Debtors falling due within one year
21
59,394,984
72,887,111
Cash at bank and in hand
1,390,212
2,993,234
78,497,673
97,892,023
Creditors: amounts falling due within one year
22
(253,048,165)
(251,595,496)
Net current liabilities
(174,550,492)
(153,703,473)
Total assets less current liabilities
(47,621,009)
(7,156,354)
Creditors: amounts falling due after more than one year
23
(42,542,589)
(63,151,691)
Provisions for liabilities
Deferred tax liability
25
4,520,954
5,956,670
(4,520,954)
(5,956,670)
Net liabilities
(94,684,552)
(76,264,715)
Capital and reserves
Called up share capital
27
9,354
9,354
Revaluation reserve on investment properties
28
2,437,464
2,130,000
Profit and loss reserves
28
(84,002,222)
(69,388,985)
Equity attributable to owners of the parent company
(81,555,404)
(67,249,631)
Non-controlling interests
(13,129,148)
(9,015,084)
(94,684,552)
(76,264,715)
ARMATIRE LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2023
31 March 2023
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 2 August 2024 and are signed on its behalf by:
02 August 2024
M Brittain
Director
ARMATIRE LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2023
31 March 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
15
28,699,748
31,058,667
Current assets
Debtors
21
5,396,652
14,765,110
Cash at bank and in hand
172,039
2,789
5,568,691
14,767,899
Creditors: amounts falling due within one year
22
(49,899,757)
(55,944,915)
Net current liabilities
(44,331,066)
(41,177,016)
Total assets less current liabilities
(15,631,318)
(10,118,349)
Creditors: amounts falling due after more than one year
23
(16,075,448)
(18,875,448)
Net liabilities
(31,706,766)
(28,993,797)
Capital and reserves
Called up share capital
27
9,354
9,354
Profit and loss reserves
28
(31,716,120)
(29,003,151)
Total equity
(31,706,766)
(28,993,797)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,712,969 (2022 - £18,842,993 loss).

The financial statements were approved by the board of directors and authorised for issue on 2 August 2024 and are signed on its behalf by:
02 August 2024
M Brittain
Director
Company registration number 09940284 (England and Wales)
ARMATIRE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 15 -
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
As restated for the period ended 31 March 2022:
Balance at 1 April 2021
9,354
479,693
(49,465,281)
(48,976,234)
(8,787,736)
(57,763,970)
Year ended 31 March 2022:
Loss and total comprehensive income
-
-
(17,563,397)
(17,563,397)
(937,598)
(18,500,995)
Transfers
-
1,650,307
(2,360,307)
(710,000)
710,000
-
Acquisition of subsidiary
-
-
-
-
250
250
Balance at 31 March 2022
9,354
2,130,000
(69,388,985)
(67,249,631)
(9,015,084)
(76,264,715)
Year ended 31 March 2023:
Loss for the year
-
-
(17,343,237)
(17,343,237)
(4,216,552)
(21,559,789)
Other comprehensive income:
Revaluation of tangible fixed assets
-
3,249,952
-
3,249,952
-
3,249,952
Amounts attributable to non-controlling interests
-
(812,488)
-
(812,488)
812,488
-
Total comprehensive income
-
2,437,464
(17,343,237)
(14,905,773)
(3,404,064)
(18,309,837)
Transfers
-
(2,130,000)
2,730,000
600,000
(710,000)
(110,000)
Balance at 31 March 2023
9,354
2,437,464
(84,002,222)
(81,555,404)
(13,129,148)
(94,684,552)
ARMATIRE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 March 2022:
Balance at 1 April 2021
9,354
(10,160,158)
(10,150,804)
Year ended 31 March 2022:
Loss and total comprehensive income for the year
-
(18,842,993)
(18,842,993)
Balance at 31 March 2022
9,354
(29,003,151)
(28,993,797)
Year ended 31 March 2023:
Profit and total comprehensive income
-
(2,712,969)
(2,712,969)
Balance at 31 March 2023
9,354
(31,716,120)
(31,706,766)
ARMATIRE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023
- 17 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
32
5,966,942
(105,291,718)
Interest paid
(7,402,728)
(9,304,621)
Income taxes paid
(18,789)
(88,383)
Net cash outflow from operating activities
(1,454,575)
(114,684,722)
Investing activities
Purchase of intangible assets
(6,900)
-
Purchase of tangible fixed assets
(839,165)
(571,672)
Proceeds from disposal of tangible fixed assets
13,560
2,592
Purchase of investment property
(22,920)
(1,149,731)
Proceeds from disposal of investment property
14,023,600
23,700,000
Proceeds from disposal of investments
-
(6,360,200)
Repayment of loans
-
(15,180)
Interest received
853,206
2,333,720
Dividends received
-
0
606,281
Net cash generated from investing activities
14,021,381
18,545,810
Financing activities
Proceeds from borrowings
-
121,718,747
Repayment of borrowings
(3,819,946)
-
Repayment of bank loans
(10,349,882)
(25,236,315)
Net cash (used in)/generated from financing activities
(14,169,828)
96,482,432
Net (decrease)/increase in cash and cash equivalents
(1,603,022)
343,520
Cash and cash equivalents at beginning of year
2,993,234
2,649,714
Cash and cash equivalents at end of year
1,390,212
2,993,234
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 18 -
1
Accounting policies
Company information

Armatire Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.

 

The group consists of Armatire Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Reduced disclosures

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Armatire Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

1.4
Going concern

The group made a loss before taxation of £22,909,644 (2022: £17,043,918) during the year ended 31 March 2023. At 31 March 2023 the group had net current liabilities of £174,550,492 (2022: £153,703,473) and net liabilities of £94,684,552 (2022: £76,264,715) including amounts due from related parties of £59,144,796 (2022: £60,614,722). At 31 March 2023, the group owed £152,559,915 (2022: £159,621,905) to other related parties which is repayable on demand and £68,621,715 due for repayment to an external bank in full on the 16 December 2024.

At 31 March 2023, the company had net current liabilities of £44,331,066 (2022: £41,177,016) including £5,390,652 (2022: £14,759,109) due from related parties. At 31 March 2023 the company owed £46,757,940 (2022: £55,516,487) to group companies and other related parties.

Despite the Group continuing to be in breach of loan covenants in respect of the external bank loan of £68,621,715, following discussions with the lender, the shareholders are confident the loan will not be recalled in the foreseeable future as the group are currently in final stage negotiations to change the repayment structure of the loan and, Heads of Terms have been signed by both all parties. The group also has a balance of £96,171,041 due to a subsidiary which management have significant influence over classified as repayable on demand. This loan is back-to-back with another related party, subsequent to the year end, this loan has been extended, and is under new terms, the loan is repayable in full in July 2029, although the loan includes a repayable on demand clause which is not expected to be exercised given the unique nature of the related party lending agreement. Management are also confident that amounts owed by the parent undertaking and other related parties are fully recoverable. Management have considered the impact of growing inflation alongside the current cost of living and energy crises in the United Kingdom, which are having an impact on the short-term performance of the group as detailed in the strategic report on page 2 and have taken a number of cost cutting measures to improve profitability. The group and company have however forecasted to make continuing losses for the foreseeable future.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 20 -

Included within some of the loan agreements are repayment schedules which will require capital events in order to meet repayments. The directors are confident that the capital events and long-term plans will be realised. In the event that not all of the capital events come into fruition this will have an adverse effect on the Group’s cash and its ability to service the interest and capital repayments on the debt. Therefore, the shareholders have committed to supporting all the SQIB subsidiary companies and this is expected to continue for the foreseeable future.

The financial statements have been prepared on a going concern basis, which assumes that the group and the company will be able to continue in operational existence for at least twelve months from the date of approval of these financial statements. This is dependent on the group and the company continuing to meet its day-to-day working capital requirements . The shareholders have confirmed that they will provide continuing financial support to the group and the company for a period of at least 12 months from the date these financial statements are approved such that the group and the company will continue to be able to meet their obligations as they fall due. Should this support be withdrawn or not materialise, the group and company may not be able to pay its debts as they fall due.

Whilst the availability of these funds is not certain, the directors firmly believe that adequate funds will be available as required to enable the group and company to meet its liabilities. Should debt funding not become available, the Company would need to seek funding from alternative sources, and this could be difficult to achieve in a short timescale. Therefore, as at the signing date, these circumstances represent a material uncertainty that may cast significant doubt upon the Group and Company's ability to continue as a going concern. At this time, should debt funding not be secured, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the Directors have a reasonable expectation that the company will obtain new funding and continue in operation for the foreseeable future and that the shareholders will provide support as required. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements and the financial statements do not contain any adjustments that would result if the Company was unable to continue as a going concern.

1.5
Turnover

The turnover shown in the profit and loss account is exclusive of Value Added Tax and represents amounts receivable in respect of rental income, property management fees, hotel accommodation, food and beverage sales, venue hire and aircraft leasing services provided during the period. Revenue is recognised when the amount of revenue can be reliably measured at the point when goods and services have been provided.

Aircraft leasing services revenue is recognised at the point when charter flights services have been provided.

Income derived from hotel accommodation is recognised in the period when the customers stay, with any advanced bookings being deferred.

Income derived from food and beverage sales and leisure activities is recognised in the period at the point of sale except for any advanced bookings being deferred.

Income derived from venue hire is recognised in the period when the venue is provided, with any advanced bookings being deferred.

Rental income is recognised on a straight line basis over the period of the lease.

Property management fees are recognised in the period the service has been provided.

Income derived from pawnbroking is recognised in the profit and loss accounts as finance charge income earned over the period of the underlying loan agreements made principally in connection with pawnbroking.

Income derived from pawnbroking in relation to the sale of gold, watches and precious stones is recorded at the point of sale and recognised when the significant risks and rewards of ownership of the goods have passed to the buyer at the point of sale.

 

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 21 -
1.6
Intangible fixed assets - goodwill

Goodwill is capitalised and written off evenly over 5 years as in the opinion of the directors, this represents the period over which the goodwill is expected to give rise to economic benefits.

 

Negative goodwill arises when the fair value of the consideration for an acquired undertaking, or acquired trade and assets, is less than the fair value of the separable net assets. The amount up to the value of the non-monetary assets acquired is credited to the profit and loss account in the period in which those non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit, which the director considers to be 5 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Website
33% straight line
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Leasehold land and buildings
86 years straight line
Leasehold improvements
20% straight line
F&F, P&M and Hotel Equipment
10% - 25% straight line
Office and IT equipment
10% - 25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 22 -
1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 23 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 24 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 25 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.20
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 26 -
2
Judgements and key sources of estimation uncertainty

In the application of the group's and company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The director does not consider there to be estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

Critical judgements

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

Valuation of investment properties

The key accounting estimate in preparing these financial statements relates to the carrying value of the investment properties which are stated at fair value. The group uses lease terms, market conditions and sales prices based upon known market transactions for similar properties as a basis for determining the directors' estimation of the fair value of the investment properties. However, the valuation of the group's investment properties is inherently subjective, as it is made on the basis of valuation assumptions which may in future not prove to be accurate. In addition, the deferred tax liabilities recognised in respect of the fair values gains and losses on these investment properties are assessed on the basis of assumptions regarding the future, the likelihood that assets will be realised and liabilities will be settled, and estimates as to the timing of these future events and as to the future events and as to the future tax rates that will be applicable.

Carrying value of investments in subsidiaries and goodwill

The recoverable amount of goodwill and investments in subsidiaries is based on value in use which requires estimates in respect of the allocation of goodwill to cash generating units within each subsidiary undertaking, and associated forecast income and expenditure. Management prepare regular forecasts and utilise these to determine the presence of impairment factors which would impact the carrying value of goodwill or investments in subsidiaries. During the year, the group suffered an impairment loss of £nil (2022: £662,821) in relation to goodwill and the company incurred an impairment loss relating to investment in subsidiaries of £2,358,919 (2022: £17,856,203).

Recoverability of amounts due from group and related parties

The directors consider the amounts due to the company from other group companies and related parties to be fully recoverable based on the support provided by the group and its controlling shareholders.

Recoverability of other debtors

The directors consider the amounts due from other debtors to be fully recoverable.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 27 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Property development, investment and management
10,001,055
7,717,810
Jet investment and charter service
15,677,765
17,913,075
Provision of hotel accommodation, venue hire and food and drink
4,876,755
4,865,627
Rental income
1,528,899
812,351
Advertising, publishing and PR services
420,994
358,826
Pawnbrokers
729,608
840,792
33,235,076
32,508,481
2023
2022
£
£
Other revenue
Interest income
990,155
2,333,720
Dividends received
-
606,281
Included in other operating income:
Grants received
-
271,464
Investment profit share income
40,000
2,000,000
Rental income
-
38,443
40,000
2,309,907

The group’s turnover is generated solely from its activities in the United Kingdom.

4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
705,203
(1,255,078)
Government grants
-
(271,464)
Depreciation of owned tangible fixed assets
1,961,442
1,911,339
Amortisation of intangible assets
276,070
1,161,012
Impairment of intangible assets
-
0
662,821
Release of negative goodwill
(2,107)
(3,247)
Operating lease charges
414,533
459,781

Impairments and reversals of impairments of stocks are included in cost of sales. Impairments of fixed assets and intangible assets and impairment of goodwill are included in administrative expenses. Amortisation of intangible assets is included in administrative expenses.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 28 -
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
21,600
18,000
Audit of the financial statements of the company's subsidiaries
201,255
139,000
222,855
157,000
For other services
Taxation compliance services
35,925
29,050
All other non-audit services
39,050
32,000
74,975
61,050
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Management and charter staff
64
66
-
-
Catering and hospitality staff
100
110
-
-
Administrative staff
61
65
-
-
Retail and hospitality staff
12
10
-
-
Total
237
251
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
7,559,122
7,329,051
-
0
-
0
Social security costs
811,457
721,156
-
-
Pension costs
393,334
284,062
-
0
-
0
8,763,913
8,334,269
-
0
-
0

The average number of persons employed by the company during the year, including the directors, amounted to nil (2022: nil). The aggregate payroll costs incurred during the period was £nil (2022: £nil).

 

During the period the directors received no remuneration in respect of qualifying services (2022: none).

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 29 -
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
7,988
148
Other interest income
982,167
2,333,572
Total interest revenue
990,155
2,333,720
Other income from investments
Dividends received
-
0
606,281
Total income
990,155
2,940,001
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
7,988
148
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
7,337,498
6,603,005
Other interest on financial liabilities
3,152,237
2,422,480
10,489,735
9,025,485
Other finance costs:
Other interest
-
279,136
Total finance costs
10,489,735
9,304,621
9
Amounts written off
2023
2022
£
£
Amounts written off: debtors with related party
2,867,043
-
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
436
84,505
Foreign current tax on profits for the current period
6,839
(53,271)
Total current tax
7,275
31,234
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
10
Taxation
2023
2022
£
£
(Continued)
- 30 -
Deferred tax
Origination and reversal of timing differences
(1,357,130)
1,425,843
Total tax (credit)/charge
(1,349,855)
1,457,077

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(22,909,644)
(17,043,918)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(4,352,832)
(3,238,344)
Tax effect of expenses that are not deductible in determining taxable profit
823,475
3,010,408
Tax effect of utilisation of tax losses not previously recognised
2,966,339
(22,083)
Change in unrecognised deferred tax assets
74,108
1,612,102
Adjustments in respect of prior years
(532,897)
83
Effect of change in corporation tax rate
(23,579)
1,067,623
Group relief
(114,141)
(517,536)
Depreciation on assets not qualifying for tax allowances
8,754
68,317
Other non-reversing timing differences
-
0
16,107
Other permanent differences
33,402
-
0
Chargeable gains
(184,156)
(539,600)
Associates results reported net of tax
(48,328)
-
0
Taxation (credit)/charge
(1,349,855)
1,457,077

During the year, the UK main rate of corporation tax was 19%.         

An increase in the UK corporation tax rate from 19% to 25% (Effective 1 April 2023) was substantively enacted on 10 June 2021. The increase in the rate will apply to companies with profits over £250k.

Deferred tax assets not recognised relating to trading losses brought forward in currently loss making subsidiary entities.These losses total £18,992,294.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 31 -
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
12
-
662,821
Recognised in:
Administrative expenses
-
662,821

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Website
Total
£
£
£
£
Cost
At 1 April 2022
18,550,235
(16,217)
55,007
18,589,025
Additions
-
0
-
0
6,900
6,900
At 31 March 2023
18,550,235
(16,217)
61,907
18,595,925
Amortisation and impairment
At 1 April 2022
18,228,958
(12,799)
55,007
18,271,166
Amortisation charged for the year
275,382
(2,107)
688
273,963
At 31 March 2023
18,504,340
(14,906)
55,695
18,545,129
Carrying amount
At 31 March 2023
45,895
(1,311)
6,212
50,796
At 31 March 2022
321,277
(3,418)
-
0
317,859
The company had no intangible fixed assets at 31 March 2023 or 31 March 2022.
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 32 -
13
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
F&F, P&M and Hotel Equipment
Office and IT equipment
Total
£
£
£
£
£
£
Cost
At 1 April 2022
10,228,720
3,962,584
2,514,652
22,867,841
82,293
39,656,090
Additions
-
0
-
0
538,364
245,012
55,789
839,165
Disposals
-
0
-
0
-
0
(18,080)
-
0
(18,080)
Revaluation
-
0
3,249,953
-
0
-
0
-
0
3,249,953
At 31 March 2023
10,228,720
7,212,537
3,053,016
23,094,773
138,082
43,727,128
Depreciation and impairment
At 1 April 2022
1,230,582
276,460
1,489,168
6,448,761
47,574
9,492,545
Depreciation charged in the year
205,902
46,077
461,448
1,239,836
8,179
1,961,442
Eliminated in respect of disposals
-
0
-
0
-
0
(4,520)
-
0
(4,520)
At 31 March 2023
1,436,484
322,537
1,950,616
7,684,077
55,753
11,449,467
Carrying amount
At 31 March 2023
8,792,236
6,890,000
1,102,400
15,410,696
82,329
32,277,661
At 31 March 2022
8,998,138
3,686,124
1,025,484
16,419,080
34,719
30,163,545
The company had no tangible fixed assets at 31 March 2023 or 31 March 2022.

The historical cost of the freehold land and building is £3,249,220 (2022: £3,249,220).

14
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 April 2022
108,610,000
-
Additions through external acquisition
22,920
-
Disposals
(14,040,000)
-
Net gains or losses through fair value adjustments
(7,541,420)
-
At 31 March 2023
87,051,500
-
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
14
Investment property
(Continued)
- 33 -

The company has no freehold investment properties.

 

During the year the group undertook improvement work across various investment properties within the UK. The cost of additions was £22,920 (2022: £1,149,731).

During the year, Avison Young performed Red Book valuations on £53,086,500 of the investment property portfolio. Carter Jonas performed desktop valuations on £33,965,000 of the investment properties. The valuations are based on the existing tenancies at the balance sheet date.

The directors have represented that they have historically sold properties on a vacant possession basis and will continue to do so in the future. If the properties were valued on a vacant possession basis it would be valued at £89,126,500 to an uplift of £2,075,000 to the value of the property with a corresponding unrealised gain recognised in the income statement.

Overall this resulted in an overall fair value loss of £7,541,420 (2022: £528,258) in the year.

If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Cost
77,033,872
95,607,354
-
-
Accumulated depreciation
-
-
-
-
Carrying amount
77,033,872
95,607,354
-
-
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
22,339,548
24,698,467
Investments in associates
17
1,189,250
1,095,439
-
0
-
0
Unlisted investments
6,360,276
6,360,276
6,360,200
6,360,200
7,549,526
7,455,715
28,699,748
31,058,667
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
15
Fixed asset investments
(Continued)
- 34 -
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2022
1,095,439
6,360,276
7,455,715
Share of associate profits
441,979
-
441,979
Dividends received
(348,168)
-
(348,168)
At 31 March 2023
1,189,250
6,360,276
7,549,526
Carrying amount
At 31 March 2023
1,189,250
6,360,276
7,549,526
At 31 March 2022
1,095,439
6,360,276
7,455,715

The group holds a 30% interest in RQ Capital Limited (303 ordinary shares of 10p each), an entity registered in the UK that provides property development and bridging loans.

Overall the group owns 18% of Rothbury Road Limited from their 100% holding of the 35,747 ordinary C shares of 0.1p (acquired for consideration of £36). Rothbury Road Limited is an entity registered in the UK that provides property development services.

Overall the group owns 20% of 32/34 Eagle Wharf Road Limited from their 100% ownership of the 40,000 Ordinary C shares of £0.001 each (acquired for consideration of £40). 32/34 Eagle Wharf Road Limited is an entity registered in the UK that provides property development services.

Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2022 and 31 March 2023
24,698,467
6,360,200
31,058,667
Impairment
At 1 April 2022
-
-
-
Impairment losses
2,358,919
-
2,358,919
At 31 March 2023
2,358,919
-
2,358,919
Carrying amount
At 31 March 2023
22,339,548
6,360,200
28,699,748
At 31 March 2022
24,698,467
6,360,200
31,058,667
16
Subsidiaries

Details of the company's subsidiaries at 31 March 2023 are as follows:

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
16
Subsidiaries
(Continued)
- 35 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Cadogan Holdings Limited
2)
Holding company
24,233,010 ordinary shares of £1 each
100.00
-
SQIB Limited
1)
Group investment and holding company
6,253,817 Ordinary A shares of £1 each
75.00
-
VS 109 Limited
1)
Property investment and development
1 ordinary share of £1 each
100.00
-
VS 203 Limited
1)
Property investment and development
1 ordinary share of £1 each
100.00
-
VS 403 Limited
1)
Property investment and development
1 ordinary share of £1 each
100.00
-
VS 602 Limited
1)
Property investment and development
1 ordinary share of £1
100.00
-
Zenith Property Holdings Limited
2)
Property holding and investment company
100 ordinary shares of £1 each
100.00
-
Zenith Longford Investments Limited
3)
Property holding and investment company
100 ordinary shares of £1 each
100.00
-
-
-
Bewl Events & Waterpark Limited
1)
Property investment and development
100 ordinary shares of £1 each
-
75.00
Bishops UK Limited
1)
Property investment and development
8,326,150 ordinary shares of £1 each
-
75.00
Connect Centre Limited
1)
Property investment and development
1 ordinary share of £1 each
-
75.00
Goswell Properties Limited
1)
Property investment and development
2 ordinary shares of £1 each
-
75.00
Integra Property Management Limited
1)
Property management
1,200 ordinary shares of £1 each
-
75.00
Jeensbannet Investments Limited
1)
Property investment and development
300 ordinary shares of £1 each
-
100.00
Jet Aircraft Limited
1)
Jet aircraft investment
1 ordinary share of £1 each
-
75.00
Salomons UK Limited
1)
Provision of hotel accommodation, venue hire and food and beverage
1,000 ordinary shares of £1 each
-
75.00
55 VS No 1 Limited
1)
Property investment and development
1 ordinary share of £1 each
-
75.00
Zenith Aircraft Limited
1)
Jet aircraft investment
4 ordinary shares of £1 each
-
75.00
Zenith Aviation Limited
1)
Bespoke charter aircraft service
1 ordinary share of £1 each
-
75.00
55 VS No 2 Limited
1)
Property investment and development
1 ordinary share of £1 each
-
75.00
55 VS HL N1 Limited
1)
Dormant company
1 ordinary share of £1 each
-
75.00
55 VS HL N2 Limited
1)
Dormant company
1 ordinary share of £1 each
-
75.00
55 VS UL N1 Limited
1)
Dormant company
1 ordinary share of £1 each
-
75.00
55 VS UL N2 Limited
1)
Dormant company
1 ordinary share of £1 each
-
75.00
E.J.Markham & Son Limited
1)
Pawnbrokers
6627 ordinary shares of £1 each
-
75.00
One Media and Creative UK Limited
1)
Provision of advertising, publishing and PR services
10,000 ordinary shares of £0.01 each
-
75.00
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
16
Subsidiaries
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 36 -
Lustrum Investments Limited
1)
Loan investment company
750 Ordinary shares of £1 each
75.00
-
IPM Residential and Commercial lettings Limited
1)
Property management
1 ordinary share of £1 each
-
75.00
Zenith Strutton Ground Property Limited
3)
Property investment and development
Ordinary share capital
-
75.00
Zenith Strutton Ground Holdings Limited
3)
Property investment and development
Ordinary share capital
-
75.00
-
-

Registered office addresses (all UK unless otherwise indicated):

1)
45 Westerham Road, Sevenoaks, Kent TN13 2QB
2)
Montagu Pavilion, 8-10 Queensway, Gibraltar
3)
57/63 Line Wall Road, Gibraltar
17
Associates

Details of associates at 31 March 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
RQ Capital Limited
Bawdeswell Hall, Bawdeswell, Dereham, NR204SA
Investment company
303 Ordinary shares of 10p each
30

The group holds a 30% interest in RQ Capital Limited (303 ordinary shares of 10p each), an entity registered in the UK that provides property development and bridging loans.

18
Significant undertakings

The group also has significant holdings in undertakings which are not consolidated:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
32/34 Eagle Wharf Road Limited
1st Floor Kirkdale House, 7 Kirkdale Road, Leytonstone, London, E11 1HP
Property investment
Ordinary
20.00
Rothbury Road Limited
Property investment
Ordinary
18.00
The aggregate capital and reserves and the profit for the year of the undertakings noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
32/34 Eagle Wharf Road Limited
(525,051)
5,755,942
Rothbury Road Limited
(1,794,210)
1,930,734

The group holds 20% of the nominal value of ordinary shares issued by 32/34 Eagle Wharf Road Limited and 18% of the shares issued by Rothbury Road Limited. 32/34 Eagle Wharf Road Limited is not accounted for as an associated undertaking because the group is not in a position to exercise significant influence.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 37 -
19
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
73,425,285
91,343,598
n/a
n/a
Equity instruments measured at cost less impairment
6,360,276
6,360,276
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
294,810,787
313,931,865
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

 

The directors consider that the carrying amounts of financial assets and liabilities carried at amortised cost in the financial statements are approximate to their fair values.

20
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Food and drink
7,184
25,515
-
-
Aviation consumables
497,696
292,898
-
-
Finished goods and goods for resale
702,770
680,603
-
0
-
0
1,207,650
999,216
-
-
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 38 -
21
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,420,468
6,980,109
-
0
-
0
Corporation tax recoverable
33,924
1,017
-
0
-
0
Amounts owed by group undertakings
-
-
3,640,742
9,597,382
Other debtors
55,849,348
63,795,975
1,749,910
5,161,728
Prepayments and accrued income
2,075,323
2,015,503
6,000
6,000
59,379,063
72,792,604
5,396,652
14,765,110
Deferred tax asset (note 25)
15,921
94,507
-
0
-
0
59,394,984
72,887,111
5,396,652
14,765,110
Amounts falling due after more than one year:
Corporation tax recoverable
349,358
474,948
-
0
-
0
Other debtors
16,155,469
20,537,514
-
0
-
0
16,504,827
21,012,462
-
-
Total debtors
75,899,811
93,899,573
5,396,652
14,765,110

Included in other debtors disclosed above are amounts of £53,331,625 (2022: £65,504,662 ) owed by related parties. The companies are related by virtue of being under common control of the directors.

22
Creditors: amounts falling due within one year
Group
Company
2023
2022 as restated
2023
2022
£
£
£
£
Bank loans
24
82,516,858
70,068,655
2,800,000
-
0
Other borrowings
24
120,699,745
121,718,747
-
0
-
0
Trade creditors
4,041,012
5,582,500
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
21,977,701
22,434,420
Corporation tax payable
39,623
34,626
-
0
-
0
Other taxation and social security
740,344
780,568
-
-
Other creditors
42,066,516
51,140,442
25,005,212
33,428,554
Accruals and deferred income
2,944,067
2,269,958
116,844
81,941
253,048,165
251,595,496
49,899,757
55,944,915
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
22
Creditors: amounts falling due within one year
(Continued)
- 39 -

Included within other creditors are loans of £5,950,000 (2022: £5,950,000) which were due for repayment on 30 November 2013 but have not been recalled at the date of approval of these financial statements.

Included within bank loans is a loan held by SQIB Limited of £68,621,715 (2022: £66,247,402) that is due to be repaid by 31 December 2029. Interest is charged at the Bank Rate plus 4% per annum and is repayable in quarterly instalments. The bank loan is secured by fixed and floating charges over the assets of the company and the group and is subject to loan covenants which were breached during the year.

Included in bank loans at the year end was an amount due to Paragon Business Finance Plc of £3,389,146 (2022: £3,785,943). Monthly capital repayments of £48,865 are due. There are registered charges over the plant and machinery. As part of the term for this loan, K R Spencer has provided a personal guarantee.

 

Included in bank loans and overdrafts due as at 31 March 2023 was an amount due in less than 1 year £3,491,100 (2022: £4,391,100) held by Hampshire Trust Bank Plc. As part of this agreement Hampshire Trust Bank Plc hold a registered charge over the investment property and bank accounts held by VS 109 Limited, VS 203 Limited and VS 403 Limited. Interest on this loan was charged at 3.99%. During the year and at the year end, the subsidiary was in breach of its loan covenants and this has resulted in the loan being reclassified from non-current to current at the balance sheet reporting date.

 

On May 2018 a loan facility was acquired from Investec Bank Plc for £8,871,000. As a result, a registered charge exists over the Oriel Cottage Tunbridge Wells property: Charges are also held over the company's shares in Bishops Investments Ltd and the cash held by the business. Interest is being charged at 2.75%. Post year end the Oriel Cottage property was sold and the Investec loan repaid in full.

 

23
Creditors: amounts falling due after more than one year
Group
Company
2023
2022 as restated
2023
2022
£
£
£
£
Bank loans and overdrafts
24
35,846,112
47,160,495
16,075,448
18,875,448
Other taxation and social security
-
128
-
0
-
0
Other creditors
6,696,477
15,991,068
-
0
-
0
42,542,589
63,151,691
16,075,448
18,875,448

During the year ended 31 March 2020, a bank loan was obtained by the Company for £16,000,000. As part of this agreement Credit Suisse hold a charge over the investment property within Jeensbannet Investments Limited. Interest on this loan is charged at LIBOR plus 1.5%. Post year end this loan was repaid.

 

Included in bank loans and overdrafts due as at 31 March 2023 was an amount due after more than one year of £2,252,500 (2022: £2,775,656) held by Metro Bank PLC. As part of this agreement Metro Bank PLC hold a registered charge over the investment property and bank accounts held by VS 602 Limited. Interest on this loan was charged at base rate plus 2.75%. During the year and at the year end, the subsidiary was in breach of its loan covenants and this has resulted in the loan being rexlassified from non-current to current at the balance sheet reporting date.

 

Included in bank loans and overdrafts due as at 31 March 2023 was an amount due after more than one year of £3,389,147 (2022: £3,785,943) held with Paragon Business Finance Plc. There are registered charges over the plant and machinery. As part of the term for this loan, K R Spencer has provided a personal guarantee.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
23
Creditors: amounts falling due after more than one year
(Continued)
- 40 -

Included within bank loans is a loan falling due after more than one year held by 55VS No2 Limited of £15,235,000 repayable by December 2024. Under the terms of this loan, certain directors have each guaranteed a principal amount of £2,285,250. The loan attracts interest at 2.75% per annum and is secured over the properties held by 55VS No2 Limited.

Included in bank loans and overdrafts due as at 31 March 2022 was an amount due after more than one year of £4,535,664 (2022: £2,462,276) held with Lombard North Central Plc. Zenith Aircraft is committed to repay the aggregate of US Libor 2%, per quarter, on outstanding loan value. There is a registered charge over the plant and machinery held by Zenith Aircraft Limited in favour of Lombard North Central Plc.

24
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
118,362,970
117,229,150
18,875,448
18,875,448
Loans from related parties
120,699,745
121,718,747
-
0
-
0
239,062,715
238,947,897
18,875,448
18,875,448
Payable within one year
203,216,603
191,787,402
2,800,000
-
0
Payable after one year
35,846,112
47,160,495
16,075,448
18,875,448
25
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
-
140,384
15,921
94,507
Revaluations on investment property
4,519,146
4,692,712
-
-
Investment property
-
1,121,766
-
-
Other timing differences
1,808
1,808
-
-
4,520,954
5,956,670
15,921
94,507
The company has no deferred tax assets or liabilities.
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
25
Deferred taxation
(Continued)
- 41 -
Group
Company
2023
2023
Movements in the year:
£
£
Net deferred tax liability at 1 April 2022
5,862,163
-
Credit to profit or loss
(1,357,130)
-
Net deferred tax liability at 31 March 2023
4,505,033
-
26
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
393,334
284,062

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

27
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
9,354
9,354
9,354
9,354

The ordinary shares do not have the right to fixed income, each share carries the right to one vote at general meetings of the company.

28
Reserves

Revaluation reserve – this records the value of investment property and tangible fixed asset fair value movements recognised in the profit and loss account to distinguish between distributable and non-distributable reserves. This is shown net of deferred tax where recognised.

 

Profit and loss account - This reserve records retained earnings and accumulated losses.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 42 -
29
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
156,062
156,062
-
-
Between two and five years
599,113
610,144
-
-
In over five years
1,504,726
2,224,726
-
-
2,259,901
2,990,932
-
-
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
385,339
2,458,826
-
-
Between two and five years
61,000
3,955,910
-
-
In over five years
-
489,354
-
-
446,339
6,904,090
-
-
30
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

2023
2022
£
£
Key management personnel
Rent Management fee income
3,487
4,681
Other fee income
323,862
115,540
2023
2022
£
£
Other related parties
Rent invoiced
-
185,846
Rent management fee income
28,305
53,997
Other fee income
319,548
124,640
Expenditure recharged
1,300,719
1,013,963
Provision of consultancy services
27,905
-
Recharge of staff costs and meeting rooms
371,732
329,877
Recharge of hotel expenses
182,784
6,814
Income from charter flight services
391,893
265,050
Service and facilities charge
2,311,273
2,997,175
Income from advertising
3,710
300
Provision of hospitality
87,463
-
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
30
Related party transactions
(Continued)
- 43 -
Rent management fee income is received from the landlords of properties managed by the group. Other fee income represents fees charged for services provided to the tenants of properties managed on behalf of the landlords.
Recharged staff and related costs
(40,553)
(121,258)
Recharged telephone and printing costs
(77)
(370)
Recharge of credit cards for hotel / Bewl water expenses
(24,003)
(46,071)
Purchase of advertising and marketing services
(7,759)
(3,199)
Staff costs and meeting rooms recharged
(413)
(1,113)
Purchase of office equipment
(4,935)
(6,931)
Purchase of insurance cover
(122,596)
(81,251)
Purchase of uniforms and decorations
-
(6,184)
Insurance costs
(13,132)
(275,745)
Purchase of IT/Telecommunications
(3,525)
(21,688)
Consultancy fees
(7,145)
(21,046)
Reimbursed expenses
(1,454)
(53,315)
Purchase of hotel equipment
(40,131)
(24,301)

 

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Key management personnel
3,904,818
12,160,162
Other related parties
148,654,697
147,461,743
Company
Entities over which the company has control, joint control or significant influence
17,924,047
22,434,420
Key management personnel
3,117,841
11,741,732
Other related parties
21,662,398
21,340,435

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Key management personnel
179,058
577,618
Other related parties
53,152,567
64,927,044
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
30
Related party transactions
(Continued)
- 44 -
Company
Entities over which the company has control, joint control or significant influence
1,441,543
7,308,998
Key management personnel
-
100,804
Other related parties
14,852
219,787
Other information

Other related parties above comprise companies of which the directors or shareholders have significant influence.

 

Included within bank loans are amounts of £30,787,288 (2022: £31,876,300 ). Under the terms of these bank loans, K R Spencer is a guarantor up to a maximum liability of £17,834,538 (2022: £17,837,938).

 

The amounts outstanding are unsecured, non-interest bearing and will be settled in cash. No guarantees have been given or received. A bad debt expense of £2,867,043 (2022: £9,575,456) has been recognised in the year in respect of bad debts from related parties.

31
Events after the reporting date

A group subsidiary, Jet Aircraft Limited sold its only aircraft after the year end on 12 December 2023 for consideration of $7.9m. As a result, the company has plans to cease trading and the directors have resolved that they do not consider the company to be a going concern.

On the 12 July 2023, the group sold 100% of its share holding in Goswell Properties Limited.

 

32
Cash generated from/(absorbed by) group operations
2023
2022
£
£
Loss for the year after tax
(21,559,789)
(18,500,995)
Adjustments for:
Share of results of associates and joint ventures
(441,979)
(323,043)
Taxation (credited)/charged
(1,349,855)
1,457,077
Finance costs
10,489,735
9,304,621
Investment income
(990,155)
(2,940,001)
Fair value loss/(gain) on investment properties
7,541,420
(528,258)
Amortisation and impairment of intangible assets
273,963
1,820,586
Depreciation and impairment of tangible fixed assets
1,961,442
1,911,339
Amounts written off loans with related parties
2,867,043
-
Movements in working capital:
Increase in stocks
(208,434)
(136,377)
Decrease/(increase) in debtors
17,828,493
(1,590,562)
Decrease in creditors
(10,444,942)
(95,766,105)
Cash generated from/(absorbed by) operations
5,966,942
(105,291,718)
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 45 -
33
Analysis of changes in net debt - group
1 April 2022
Cash flows
31 March 2023
£
£
£
Cash at bank and in hand
2,993,234
(1,603,022)
1,390,212
Borrowings excluding overdrafts
(238,947,897)
(114,818)
(239,062,715)
(235,954,663)
(1,717,840)
(237,672,503)
34
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 31 Mar 2022
£
£
£
Creditors due within one year
Other borrowings
(41,945,205)
(79,773,542)
(121,718,747)
Creditors due after one year
Loans and overdrafts
(126,934,037)
79,773,542
(47,160,495)
Net assets
(6,196,060)
-
(6,196,060)
Capital and reserves
Total equity
(76,264,715)
-
(76,264,715)
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 31 March 2022
£
£
£
Loss after taxation
(19,141,365)
-
(19,141,365)
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(19,141,365)
Loss as adjusted
(19,141,365)
Reconciliation of changes in equity - company
The group prior period adjustments do not give rise to any adjustments to the company and therefore this has no effect upon equity.
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
34
Prior period adjustment
(Continued)
- 46 -
Notes to reconciliation

For the year ended 31 March 2022, the group recognised a creditor of greater than one year of £79,773,542 relating to a loan to a related party. The loan is due for repayment on demand and so the whole amount has been restated as due in less than 1 year. The overall impact to the loss for the year and net assets is nil.

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