The directors present the strategic report for the period ended 31 March 2025.
The principal activity of the group is an asset management business focused on the European non-investment grade credit market.
The group is the collateral manager to 13 Collateralised Loan Obligations, various CLO warehouses and other financing lines and investment manager of a multi-asset credit fund, which combined total in excess of €5.7 billion of AUM.
During the period the group undertook a reorganisation as detailed in note 23 to the financial statements.
The group continued to operate profitably throughout the period and there has been no significant changes to the group's business during the period.
| 2025 £’000 | 2024 £’000 | Change £’000 | Change % |
Turnover | 35,182 | 31,228 | 3,954 | 12.66% |
Net Assets | 27,892 | 19,578 | 8,314 | 42.47% |
In reviewing strategy and operations, the Board remain focused on continuing to build a sustainable and robust business for the future.
The principal business of the group is the management of leveraged loan and bond funds including Collateralised Loan Obligations and, as such, there are a number of business and market risks that could limit its ability to grow, including general uncertainty within the credit markets. The Board’s view is that the business has grown sustainably over time and is in a position and adequately resourced to withstand general market disruption.
For the period to 31 March 2026, the group remains focused on sustainable growth within the European non-investment grade credit market.
The Board of Directors considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having full regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the period ending 31 March 2025; and in so having regards, amongst other matters to:
(a) the likely consequences of any decisions in the long term,
(b) the interests of the group's employees,
(c) the need to foster the Group's business relationships with suppliers, customers and others,
(d) the impact of the Group's operations on the community and the environment,
(e) the desirability of the Group maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly as between members of the Group.
The Board has developed a rolling business plan which is based around achieving our long-term goal of being regarded as a leading Asset Management business focused on European non-investment grade credit.
Furthermore, the Board exercises a proactive approach to any changes in economic, market and trading conditions by reviewing operational aspects of the business in order to optimise the group's performance at all times, whilst maintaining focus on the Group's strategy.
The Board understands the importance of engaging with all its stakeholders and regularly discusses issues concerning employees, clients, suppliers, community and environment, regulators and shareholders which inform its decision making processes.
Employees:
Our employees remain fundamental to the achievement of our business plan. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team’s productivity and our individual employees’ potential within the business.
Clients:
Engagement with clients and counterparties is key to the success of the group and we seek to ensure that we fully understand the underlying requirements and incorporate these within our service offering.
Suppliers:
The Group has developed and continues to foster stable long-term relationships with its suppliers. The Group selects high quality providers of good standing.
Environment:
Whilst the Group has a modest physical footprint the Board takes its environmental, social and governance (ESG) responsibility very seriously being a signatory to the United Nations Principles for Responsible Investment as well as working with an independent third party sustainability solutions consultancy to offset carbon emissions.
Governance:
The Board's intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards of business conduct and good governance expected of a business of our nature and size and in full alignment with the rules and guidelines of the Regulators and Exchanges. In doing so, we believe we will achieve our long-term business strategy and also further develop our reputation in our sector.
Directors:
The Board also seeks to behave in a responsible manner towards our shareholders and to treat them fairly and equally, in order that they too can benefit from the group achieving its long term business strategy.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 9.
During the period the group paid dividends totalling £2,953,966 (2024: £4,380,214). The dividends we all paid prior to the group reconstruction as described in note 23.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group's intention is to continue to launch new funds (to include launching new CLOs) and further increase assets under management.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. The group works with an independent third party sustainable solutions consultancy to calculate its carbon emissions with the view to offsetting these.
We have audited the financial statements of Spire International Investment Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise 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, the company 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
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 period was £5,500 (2024 - £0 profit).
Spire International Investment Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 24 Grosvenor Street, London, United Kingdom, W1K 4QN.
The group consists of Spire International Investment Holdings Limited and all of its subsidiaries.
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 £.
Trading investments carried at fair value and bank loans are denominated in euros and dealt with as explained in note 1.07 and 1.16.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated financial statements include the financial statements of the parent company, Spire International Investment Holdings Limited, together with all entities it controls (its subsidiaries), as well as the group’s share of interests in joint ventures and associates.
All financial statements are prepared for the period ended 31 March 2025. Where necessary, adjustments are made to subsidiary financial statements to align their accounting policies with those applied by other entities within the group.
All intra-group transactions, balances, and unrealised gains arising from transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless they provide evidence of impairment of the asset transferred.
Subsidiaries are consolidated from the date control is obtained until the date control ceases, except for those accounted for under the merger accounting basis. Under this basis, the results, financial position, and cash flows are included from the beginning of the financial period in which the combination occurred, and comparative figures are restated as if the entities had been combined throughout the preceding reporting period.
Although the company was incorporated on 16 October 2024 and its accounting reference date is 31 March 2025, the directors have considered generally accepted practice where merger accounting is applied and in order to be consistent with the objectives of merger accounting have, in preparing the consolidated accounts of the company, presented financial information for a 12 month period with 12 month comparatives, thereby providing continuous information about the performance of the group.
This approach is considered to be consistent with the principles of merger accounting, which are recognised in Schedule 6 to the accounting regulations relating to Companies Act group accounts and require information to be included for the entire year, with comparatives for the previous year.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Whilst the current economic climate continues to drive some uncertainty in the markets in terms of some valuations, the Directors have carefully considered the risks as detailed in note 2. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is substantially derived from investment advisory agreements, investment management and performance fees, interest and also, where specific transaction costs are incurred, recharged to their clients. Investment advisory and investment management income is recognised in accordance with the specific agreement. Interest is recognised as it is due. Income from recharged costs is recognised when the cost is incurred. Any income due but not received is accrued for and included within debtors in the financial statements.
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.
Subsidiary undertaking
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. Subsidiaries are recognised initially at cost and subsequently measured at cost less impairment.
Other investments
Investments in instruments which are not subsidiaries, associates or joint ventures, comprise of tranches of debt in Collateralised Loan Obligations vehicles which are managed by the company, these are required to be held by regulation. Investments comprise of both senior and subordinate debt tranches.
Investments are recognised initially at fair value and then subsequently measured at amortised cost, fair value through other comprehensive income (OCI) (of which there are nil) and fair value through profit or loss (FVPL).
Subsequent classification of investments at initial recognition depends on the investment's contractual cash flow characteristics and the Company's business model for managing them.
Subsequent measurement
Investments held at amortised cost:
The group measures investments at amortised cost if both of the following conditions are met:
The investment is held within a business model with the objective to hold investments until maturity in order to collect contractual cash flows; and
The contractual terms of the investment give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
Senior debt tranches possess underlying assets paying a fixed rate of interest and therefore satisfy both conditions.
Investments at amortised cost are measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Investments held at Fair Value through Profit or Loss (FVPL):
The group measures investments at FVPL if the investment fails the condition of SPPI.
Subordinate debt assets are structured in a way that renders cash flow that is not consisting of SPPI.
For investments at FVPL, interest income, foreign exchange revaluation are recognised in profit or loss and computed in the same manner as for investments measured at amortised cost but with the fair value changes being recognised in the profit or loss account.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their rationally economic best.
The group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Inputs that are observable, other than quoted prices included within Level 1.
Level 3 – Inputs that are unobservable.
The group's policies and procedures for fair value measurement such as unquoted investments comprise of the use of a range of data including the original arranging bank models, credit management internal forecasts and models, trading data, where available and data from third party valuation providers. For the purpose of fair value disclosures, the group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Fair-value related disclosures for financial instruments that are measured at fair value is summarised in Note 13.
The group applies the approach, permitted by IFRS 9, of Expected Credit Loss (ECL) Provision.
The group has established a policy to perform an assessment, as directed by IFRS 9, at the end of each reporting period, of whether a financial instrument's credit risk has increased significantly since initial recognition, by considering the change in the risk of default occurring over the remaining life of the financial instrument.
The stages of assessment are as described below:
Stage 1 - When loans are first recognised, the group recognises an allowance based on the expected ECLs over the next 12-month.
Stage 2 - When loans have shown a significant increase in credit risk since origination, the group recognises an allowance based on the ECL over the remaining life of the asset.
Stage 3 – When loans are considered credit-impaired. The group recognises an allowance based on the ECL over the remaining life of the asset, considering forward-looking information.
The group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
The company has elected to apply the provisions of IFRS 9 though Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
IFRS 9 dictates that financial assets will be classified and measured depending upon the business model in respect of such assets as well as their contractual cash flows. Financial assets are classified into the following categories: financial assets 'at fair value through profit or loss' (FVPL), financial assets measured at fair value through other comprehensive income (OCI) and financial assets measured at amortised cost.
Financial assets at fair value through profit or loss
A financial asset is classified as fair value through the profit and loss if the objective of holding the financial asset is not to hold to collect at least some of the contractual cash flows and its contractual cash flows do not represent solely payments of principal and interest.
Financial instruments included in this category are recognised initially at fair value; transaction costs are taken directly to the income statement. Gains and losses arising from changes in fair value are included directly in the income statement.
The instruments cease to be recognised when the rights to receive cash flows have expired.
Determination of fair value
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and where those prices represent actual and regularly occurring market transactions on an arm's-length basis. If the above criteria are not met, the market is regarded as being inactive. Indications that a market is inactive are when there is a wide bid-offer spread or there are few recent transactions.
For all other financial instruments, fair value is determined using valuation techniques. In these techniques, fair values are estimated from observable data in respect of similar financial instruments, using models to estimate the present value of expected future cash flows or other valuation techniques, using inputs (e.g. LIBOR/ EURIBOR yield curves, FX rates, volatilities and counterparty spreads) existing at the date of the Statement of Financial Position.
Financial assets measured at amortised cost
Loans and receivables are measured at amortised cost if they are non-derivative financial assets, possess fixed or determinable payments and fixed maturities that are not quoted in an active market, and that the group's management has the positive intention and ability to hold, other than those that the group upon initial recognition designates as at fair value through profit or loss.
Financial assets measured at amortised cost are initially recognised at fair value including direct transaction costs and measured subsequently at amortised cost, using the effective interest method.
Financial assets classified as receivable within one year are not amortised.
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.
The assessment of CLO investments is detailed further under the investments section.
Factors considered include third party assessments of loan default rates in the appropriate market at the balance sheet date.
Financial assets cease to be recognised for accounting purposes when the contractual rights to receive the cash flows from these assets have ceased to exist or the assets have been transferred and substantially all the risks and rewards of ownership of the assets are also transferred.
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 company after deducting all of its liabilities.
The group's financial liabilities are in non-derivative financial instruments.
Financial liabilities are measured at amortised cost, using the effective interest rate method. Financial liabilities measured at amortised cost are trade, other payables, and loans. Financial liabilities classified as payable within one year are not amortised.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. 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 periods 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 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 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
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.
Accounting for reverse repurchase and repurchase agreements including other similar lending and borrowing
The group may sell (a repurchase agreement) or lend securities subject to a commitment to repurchase or redeem them. The securities are retained on the balance sheet as the group retains substantially all the risks and rewards of ownership. Consideration received (or cash collateral provided) is accounted for as a financial liability at amortised cost, unless it is designated at fair value through profit and loss.
In the application of the group’s accounting policies, the directors are 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Such investments are a key element of the group's assets. Prices are provided by independent brokers and banks for those equity elements carried at fair value at each balance sheet date.
The directors have used default rate assumptions and forecasts published by well-respected third party research providers and international credit rating agencies and applied these to industry standard financial models built by third parties in order to determine whether the expected default rates require the assets to be impaired at the balance sheet date.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The directors have assumed stressed default rate scenarios of 3% on the underlying loans on investments held by the company for the next 12 months and then a return to 2% (being the long term market average). The group is required to hold these investments for the duration of the asset for regulatory reasons and the directors are comfortable on the basis of the model results that no impairment adjustment is required.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:
Certain group investments with a value of £12,250,914 (2024 - £10,622,563) are held on the balance sheet at fair value, as described in note 1.7. Any gains or losses are charged to the profit and loss account. Fair value is measured at the market price at the balance sheet date.
Debt tranches held amounting to £213,669,378 (2024 - £177,333,663) are included in the group balance sheet at amortised cost, less impairment where necessary. At neither 31 March 2025 nor 31 March 2024 has such impairment been required.
Group investments are in relation to securities with a purchase price of €244,833,218 (2024 - €203,836,818). These assets are held as collateral for loan obligations. The loan obligations are secured against the securities and any default remains the responsibility of the company.
Group
Valuation changes include change in market value of investments held at fair value through profit and loss of £1,046,342 (loss) with £4,178,925 (loss) relating to foreign exchange losses.
CLO and fund investments held at amortised cost includes £4,975,875 of CLOs currently in the Warehouse drawdown stage.
Where CLOs have been reset in the period these are shown as a disposal and a further addition.
Expected Credit Losses (ECL) provision
A CLO structure is an instrument that incorporates credit enhancement. The principal and interest are only due to the extent it matches its fixed obligation. All tranches incorporate a credit enhancement in the form of excess spread. Expected losses on the senior tranches would only therefore be recognised where the ECLs on the underlying assets were large enough that no credit enhancement remained. Given the headroom available, the probability of default (PD) on the senior tranches is considered as close to zero.
Furthermore, any credit loss realised is first absorbed in the subordinate debt tranche. As the company recognise this portion of the investment at FVPL it is deemed to have captured all credit risk that is associated to the senior debt tranches. The company continue to assess the recoverability of its CLO investments at each Balance sheet date.
All value held under amortised cost is considered for impairment provision under stage 1 of ECL methodology.
Noting the above, the 12-month ECL recognised is nil.
Fair value inputs
All value held under FVPL is deemed to be valued as stage 2 observable inputs.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Borrowings relate to loan obligations secured against collateral securities and any default remains the responsibility of the company.
All bank loans are repayable after more than 5 years and not by instalments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
During the period the following share transactions took place:
16 October 2024 – On incorporation, the company issued 3 Ordinary shares of £1 each for cash consideration of £3.
20 November 2024 – The company issued 178,500 Ordinary shares of £1 each in exchange for non-cash consideration, being 178,500 A Ordinary shares in Spire Management Limited, resulting in Spire Management Limited becoming an 85% owned subsidiary.
Rights attached to shares
Ordinary shares
Each share has full rights to vote and rank pari passu as respect of dividend distributions and capital distribution including on winding up.
The shares are not redeemable.
Group
The other reserve arose from the group reorganisation that took place during the period.
The opening balance at 1 April 2023 relates to the capital redemption reserve in the subsidiary, Spire Management Limited.
The addition of £1 in the current period reflects shares issued by Spire Management Limited prior to the group reorganisation (see Note 23).
The addition in the previous period comprises:
An increase of £3,114,428 in the capital redemption reserve.
A further £31,502, representing the reallocation of share capital not owned by the parent company in Spire Management Limited. As explained in Note 23, this amount has not been treated as non-controlling interest.
On 20 November 2024, the group headed by Spire Partners LLP underwent a group reorganisation. As part of this reorganisation:
The share capital of Spire Management Limited, previously wholly owned by Spire Partners LLP, was distributed equally among the three members of Spire Partners LLP.
Spire Management Limited cancelled 178,500 A Ordinary shares and, as consideration, issued 178,500 A Ordinary shares to Spire International Investment Holdings Limited.
In turn, Spire International Investment Holdings Limited issued 178,500 Ordinary shares of £1 each to the former holders of the A Ordinary shares in Spire Management Limited.
Following this transaction, Spire Management Limited became an 85% owned subsidiary of Spire International Investment Holdings Limited. The remaining 15% is held by the shareholders of Spire International Investment Holdings Limited in the same proportion.
The directors considered the appropriate accounting treatment under FRS 102 (Section 19), which permits the use of the merger accounting method for group reconstructions if certain criteria are met. The reorganisation actually resulted in a change in non-controlling interest from 0% to 15%, meaning the transaction does not strictly meet the criteria for merger accounting under FRS 102.
However, the directors believe that applying the acquisition method would not present a true and fair view of the group’s financial position and performance. This assessment is based on the fact that the ultimate ownership of the non-controlling interest remains unchanged, and the parties act collectively in directing the operations of Spire Management Limited.
Accordingly, the directors have applied a true and fair override and accounted for the acquisition using the merger accounting method. Under this approach, the results, financial position, and cash flows of Spire Management Limited have been included as if the entities had been combined from the beginning of the financial period, with comparative figures restated accordingly.
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:
Details of Key Management Personnel Remuneration is the same as the Directors’ remuneration which is included within Note 7 to the financial statements.
At the period end the group was owed £34,534 (2024: £11,944) by the previous parent company of Spire Management Limited, a Limited Liability Partnership under the control of the directors and shareholders of the group.
The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 ‘The Financial reporting Standard Applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned members within the group.