Company registration number 08528951 (England and Wales)
SQIB LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
SQIB LIMITED
COMPANY INFORMATION
Directors
K R Spencer
G Humphreys
K J Barber
M Brittain
Secretary
R Weeks
Company number
08528951
Registered office
45 Westerham Road
Bessels Green
Sevenoaks
Kent
TN13 2QB
Auditor
Mercer & Hole LLP
Trinity Court
Church Street
Rickmansworth
WD3 1RT
SQIB LIMITED
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8
Directors' responsibilities statement
9
Independent auditor's report
10 - 12
Group statement of comprehensive income
13
Group balance sheet
15 - 16
Company balance sheet
17
Group statement of changes in equity
18
Company statement of changes in equity
19
Group statement of cash flows
20
Notes to the financial statements
21 - 51
SQIB LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their strategic report for the year ended 31 March 2024.

Principal activities

The principal activity of SQIB Limited during the year was that of a group holding company. The principal activities of the subsidiaries of SQIB Limited are as follows: property development, property investment and management, private jet aircraft services and charter aircraft service, pawn brokers along with the provision of hotel accommodation, leisure facilities, venue hire and food and beverage.

Fair review of the business

The Group recorded a loss before taxation of £9,192,509 for the year ended 31 March 2024 (2023: £17,195,675 as restated). The directors do not recommend the payment of a dividend for the year. At the parent company level, the loss before taxation totalled £3,996,669 (2023: £3,292,786).

In addition to the core trading results, the Group’s performance includes the amortisation of goodwill of £19,223 and the Group’s share of profit from associated undertakings of £82,370. The year’s results also reflect an additional depreciation charge of £205,902 arising from the reclassification of a subsidiary’s freehold investment property to freehold land and buildings, due to its occupation by another Group entity. This change impacts the indexation relief available on the property’s potential gain on disposal.

Group revenues dropped to £29,142,027 (2023: £31,845,047 as restated), with gross profit margins declining to 20.5% (2023: 25.6%). While revenue levels remained broadly consistent year on year, rising costs contributed to continued operating losses. The Group also recognised an unrealised fair value loss on investment properties of £2,130,000 (2023: £3,027,920). These impairments reflect tenancy positions at the signing date of this report. Management intends to realise maximum value on disposal by selling investment properties with vacant possession. The vacant possession value of £39,500,000 would give rise to a potential revaluation gain of £7,080,000.

During the year, interest previously accrued on related party loan arrangements—totaling £8,087,984—was released to the profit and loss account. These loans, established in 2021 at 4.5% plus base rate, were renegotiated such that no interest (including historic accruals) is now payable.

Management continues to focus on cost efficiency, reviewing processes and exploring further opportunities for centralisation and synergies. Foreign exchange gains were reported by Air Charter Club Limited (£24,514) and Zenith Aircraft Limited (£19,376) on translation of USD aircraft loans. The Group continues to utilise hedging strategies to mitigate exposure to volatile exchange rates.

The Group reported a total comprehensive loss of £9,659,061 (2023: £13,286,998 as restated), resulting in a shareholders’ deficit of £68,998,316 on 31 March 2024 (2023: £59,339,225 as restated).

As part of its ongoing restructuring activities, the Group completed the disposal of Goswell Properties Limited in July 2023 and in March 2025, the group sold another subsidiary, Zenith Aviation Limited, to a third party.

Prior year adjustments

During the year, the Group identified several historical accounting misstatements which required correction through prior year adjustments. These adjustments primarily related to the reconciliation of related party balances, the settlement and offsetting of historic third‑party loan balances, and the reclassification of certain intercompany loan arrangements to ensure compliance with the requirements of FRS 102.

The adjustments have been reflected by restating the comparative figures for the year ended 31 March 2023. The overall impact of these corrections is an increase in opening reserves, together with revised presentation of certain debtor and creditor balances. Further detail of these adjustments is provided in note 34 to the financial statements.

SQIB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

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 refers 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.

As at the date of this report, the Group was no longer in breach of any loan covenants in relation to the external bank loan of £66,245,182. After the reporting date, most of this loan has been refinanced with a new lender on more favorable terms, including an amended repayment schedule. The balance remaining with the original lender has also been renegotiated under revised terms. At the date of approval of these financial statements, the Group remains compliant with the covenants of both facilities. The directors and shareholders are therefore confident that 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.

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.

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 relate primarily to factors affecting property valuations and rental income streams, notably high inflation and the ongoing cost-of-living crisis, as discussed below. These risks may directly impact Bewl Events & Waterpark Limited, Bishops UK Limited, Connect Centre Limited, and 55VS No. 2 Limited, and could potentially affect revenue at Integra Property Management Limited.

Salomons UK Limited faces further risk from increasing local competition in hotel accommodation, venue, and room hire markets, alongside the wider economic pressures. Similarly, Zenith Aviation Limited is particularly exposed to global fuel price increases - exacerbated by inflation and the ongoing war in Ukraine, which may reduce gross profit margins. Rising utility costs also pose a challenge across the Group’s businesses.

SQIB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

Economic conditions

The Consumer Prices Index (CPI) rose by 4.1% in the 12 months to May 2025. Persistent inflation and the rising cost of living are continuing to influence consumer spending behaviors, both in the UK and globally. The ongoing war in Ukraine has added further volatility to global energy markets, especially fuel prices.

Management is actively monitoring inflation, energy prices, and broader cost-of-living pressures. In the aviation division, rising fuel costs are materially impacting gross profit margins. In response, the Group is reviewing sales pricing strategies and prioritising charter activity during typically quieter winter months. Despite economic headwinds, the aircraft maintenance division continues to perform well and has so far experienced limited adverse effects.

The leisure division, including Salomons UK Limited and Bewl Water, has felt the impact of rising energy prices and inflation. As weddings and events are often booked well in advance, there can be a delay before cost increases are reflected in revenue, temporarily affecting margins. To address this, management has undertaken detailed profitability analysis to ensure events remain competitively priced while contributing to profitability. This initiative has led to notable improvement over the past 12 months.

Management is also working to reduce Bewl Water’s reliance on summer trade by expanding off-season activities. A new seasonal attraction, “Christmas at Bewl”, was successfully launched in December 2023 and saw continued growth in December 2024.

In the property division, income remains safeguarded by legally binding lease agreements. However, short-term cash flow can be affected by lease deferrals. Post-pandemic shifts in working patterns have created medium- to long-term uncertainty regarding demand for office space, with potential implications for property valuations and sustainable rental income. Encouragingly, recent trends suggest a gradual return to office-based or hybrid working models by many businesses.

To mitigate the effects of current economic conditions, management have implemented several strategies including reviewing the Group’s cost base, centralising support functions, hedging exchange rate exposure, and renegotiating third-party loan terms. Cash flow forecasting, both short- and long-term, continues to be a priority, with significant capital events planned to generate material net proceeds. While uncertainty remains around geopolitical and economic issues, the directors are confident in the Group’s long-term strategy and the successful delivery of planned capital events.

In the unlikely event that these capital events do not materialise as expected, there may be an adverse impact on the Group’s cash position and its ability to service debt interest payments. Therefore, the director K R Spencer is committed to supporting all the SQIB subsidiary companies and this is expected to continue for the foreseeable future.

Interest rates and exchange rates

Several SQIB subsidiary companies maintain bank and other loan facilities to finance previous acquisitions of businesses and properties. These facilities are subject to interest charges and are therefore sensitive to changes in the Bank of England base rate and/or the LIBOR.

Loans used to finance aircraft acquisitions are denominated in US dollars, as are a significant proportion of aircraft part purchases. Consequently, both cash flow and loan balances are exposed to exchange rate volatility - particularly the risk posed by a strengthening US dollar or a weakening pound sterling. To manage this, the Group continues to employ appropriate foreign exchange hedging strategies.

SQIB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

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 loan facilities. The group manages this risk by regularly reforecasting cash flows using the latest interest rates and by using foreign exchange hedging techniques on its USD interest obligations.

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 is mitigating this risk using exchange rate hedging techniques.

SQIB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
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 as well as KPIs on number of covers in its restaurants and bars. 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 subsidiaries that invest and develop property they monitor the investment property valuations for capital growth.

|  | 2024 | 202 3
|  | £ | £
|  |  | (restated)
Group Turnover |  | 29,142,027 | 31,845,047
Group Gross Profit Operating Loss |  | 5,988,355 9,192,509 | 8,396,169 17,196,675

For the year ended 31 March 2024, the group’s gross profit percentage was 20.5% (202 3: 26.4%).

|  | 202 4 | 202 3
|  | £ | £
|  |  | (restated)
Group Net Current Liabilities |  | (123,141,621) | (114,406,880)
Group Net Liabilities |  | (68,998,316) | (59,339,255)

The group’s net liabilities have increased from the prior year by £9,659,061. Losses incurred by SQIB Limited, Zenith Aviation Limited, Salomons UK Limited, Bishops UK Limited and Connect Centre Limited 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.3

SQIB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
Future outlook

On 22 March 2025, the Group disposed of Zenith Aviation Limited. Management decided to cease trading in One Media Creative UK Limited as of April 2024, and as such that company is no longer a going concern. SQIB Limited will continue to be a holding company for all its other subsidiaries. No acquisitions of companies are planned at the time of publishing these financial statements.

On 2 September 2024, the Group completed the sale of the Connect Centre property and as a result has saved on future running and maintenance costs of the property.

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 has conducted a comprehensive review of event pricing, implementing a new process to ensure stringent cost control and the maximisation of margins. 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. There are also plans to expand the “Christmas at Bewl” attraction, which was successfully launched in December 2023, on a larger scale from December 2025 and ahead.

Integra property management limited (“IPM”) (trading as Presence & Co) profits are continuing to grow by expanding its customer base. Presence & Co. Estate Agents Limited (previously IPM Residential and Commercial Lettings Limited) continues to support 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. The website is expected to launch before December 2025 to capitalise on the Christmas season.

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.

SQIB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -

Post balance sheet events

SQIB Limited entered administration on 7th November 2024, exiting administration on 23rd December 2024, with control being handed back to the directors. This process commenced because of a key secured creditor, holding a qualifying floating charge over the assets of the company, appointing administrators in relation to a secured debt. The administration related only to SQIB Limited, and not any of its subsidiaries.

The strategy within the administration process was always to best preserve the value of the business and achieve the purpose of administration whilst achieving the best possible outcome for creditors. The process also enabled the business to strategically negotiate with the key creditor, allowing the business to successfully move the facility to a new creditor with less onerous conditions.

Following various investigations by the administrator in relation to information provided by the business, it was clear that with this key creditor being replaced with an alternative lender that the level of non-related debt was manageable, and that the business was therefore not insolvent. The administrator found no issues in connection with the way the company was run. This further enabled the administrators to agree to the overall solvency and exit strategy, which was for the Company to exit Administration and control of the Company to be handed back to the Directors as soon as possible. An application to Court was made and approved. The administration ended with effect from 23 December 2024.

In March 2025, the group sold a subsidiary, Zenith Aviation Limited, to a third party.

A group subsidiary, Zenith Aircraft Limited, sold its two aircraft after the year end on 25 June 2024 and 1 July 2025 for consideration of $6 and $6.5m respectively.

A group subsidiary, Connect Centre Limited, sold its sole property after the year end on 2 September 2024 for consideration of £2.8m. 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.

A group subsidiary, Bishops UK Limited, sold Hangar 528 after the year end on 20 May 2025 for proceeds of £800k.

On behalf of the board

M Brittain
Director
25 March 2026
SQIB LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Results and dividends

The results for the year are set out on page 13.

No ordinary dividends were paid (2023: nil). The directors do not recommend payment of a further dividend (2023: 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 R Spencer
G Humphreys
K J Barber
M Brittain
Qualifying third party indemnity provisions

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

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 have 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
25 March 2026
SQIB LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -

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:

- select suitable accounting policies and then apply them consistently;

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and 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.

SQIB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SQIB LIMITED
- 10 -

Qualified opinion

We have audited the financial statements of SQIB Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 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 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its group's loss for the year then ended;

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

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

Basis for qualified opinion

We were not able to obtain reconciled balance confirmations or legal documentation from related party debtors and creditors totalling £9,943 and £2,996,631 respectively as at 31 March 2024 in respect of a group subsidiary, Integra Property Investments Limited ("IPML"). Consequently, we were not able to satisfy ourselves by alternative procedures as to the completeness and accuracy of these debtors and creditors included in the IPML balance sheet. As a result, we were unable to determine whether any adjustment to this amount was necessary.

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 in the financial statements concerning the group’s and the company’s ability to continue as a going concern.

The group made a loss before taxation of £9,192,509 (2023: £17,195,675) during the year ended 31 March 2024. At 31 March 2024 the group had net current liabilities of £123,141,621 (2023: £114,406,880 (restated)) and net liabilities of £68,998,316 (2023: £59,339,255 (restated)).

The group and the company remain reliant 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 in the financial statements, these events or conditions, along with the other matters explained in the represent 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.

SQIB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SQIB LIMITED
- 11 -

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:

- the information given in the strategic report and the directors' r eport for the financial year 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.

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to debtors amounting to £9,942 and creditors amounting to £2,996,631 described above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records had been maintained.

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 identifie d material misstatements in the strategic report or the directors' r eport.

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:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

SQIB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SQIB LIMITED
- 12 -
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:

- discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;

- gaining an understanding of management's controls designed to prevent and detect irregularities; and

- identifying and testing high risk journal entries.

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
26 March 2026
Chartered Accountants
Statutory Auditor
Trinity Court
Church Street
Rickmansworth
WD3 1RT
SQIB LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
2024
2023
as restated
Notes
£
£
Turnover
3
29,142,027
31,845,047
Cost of sales
(23,153,692)
(23,448,878)
Gross profit
5,988,335
8,396,169
Administrative expenses
(13,363,863)
(12,343,932)
Other operating income
3
462,569
40,000
Fair value losses on investment properties
13
(2,130,000)
(3,027,920)
Share of profits of associates
82,370
441,979
Interest receivable and similar income
7
1,089,306
1,254,834
Interest payable and similar expenses
8
(1,447,885)
(9,089,762)
Profit on disposal of subsidiary and associate undertakings
9
126,659
-
Amounts written off loans to related parties
9
-
(2,867,043)
Loss before taxation
(9,192,509)
(17,195,675)
Tax on loss
10
436
658,735
Loss for the financial year
(9,192,073)
(16,536,940)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
SQIB LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
2024
2023
£
£
Loss for the year
(9,192,073)
(16,536,940)
Other comprehensive income
Revaluation of tangible fixed assets
(466,988)
3,249,952
Total comprehensive income for the year
(9,659,061)
(13,286,988)
Total comprehensive income for the year is all attributable to the owners of the parent company.
SQIB LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 15 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Negative goodwill
11
-
0
(19,223)
Other intangible assets
11
11,175
6,212
Total intangible assets
11,175
(13,011)
Tangible assets
12
25,264,328
32,242,720
Investment property
13
32,420,000
44,925,000
Investments
14
76
1,189,326
57,695,579
78,344,035
Current assets
Stocks
18
1,078,647
1,207,650
Debtors falling due after more than one year
19
19,015,694
21,838,805
Debtors falling due within one year
19
46,597,035
43,338,365
Cash at bank and in hand
154,358
1,180,303
66,845,734
67,565,123
Creditors: amounts falling due within one year
20
(189,987,355)
(181,972,003)
Net current liabilities
(123,141,621)
(114,406,880)
Total assets less current liabilities
(65,446,042)
(36,062,845)
Creditors: amounts falling due after more than one year
21
(3,550,466)
(23,274,602)
Provisions for liabilities
Deferred tax liability
23
1,808
1,808
(1,808)
(1,808)
Net liabilities
(68,998,316)
(59,339,255)
Capital and reserves
Called up share capital
25
8,338,420
8,338,420
Revaluation reserve
26
8,098,921
8,848,287
Profit and loss reserves
(85,435,657)
(76,525,962)
Total equity
(68,998,316)
(59,339,255)
SQIB LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
31 March 2024
- 16 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 25 March 2026 and are signed on its behalf by:
25 March 2026
M Brittain
Director
Company registration number 08528951 (England and Wales)
SQIB LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 17 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
5,404
3,678
Investments
14
362,988
1,054,459
368,392
1,058,137
Current assets
Debtors falling due after more than one year
19
19,015,694
18,233,205
Debtors falling due within one year
19
65,118,732
63,402,501
Cash at bank and in hand
1,754
277,607
84,136,180
81,913,313
Creditors: amounts falling due within one year
20
(111,551,532)
(106,021,741)
Net current liabilities
(27,415,352)
(24,108,428)
Net liabilities
(27,046,960)
(23,050,291)
Capital and reserves
Called up share capital
25
8,338,420
8,338,420
Profit and loss reserves
(35,385,380)
(31,388,711)
Total equity
(27,046,960)
(23,050,291)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £3,996,669 (2023 - £3,292,786 loss).

The financial statements were approved by the board of directors and authorised for issue on 25 March 2026 and are signed on its behalf by:
25 March 2026
M Brittain
Director
Company registration number 08528951 (England and Wales)
SQIB LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
Notes
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 April 2022
8,338,420
7,836,715
(63,130,321)
(46,955,186)
Effect of prior period adjustments
34
-
-
902,919
902,919
As restated
8,338,420
7,836,715
(62,227,402)
(46,052,267)
Year ended 31 March 2023:
Loss for the year
-
-
(16,779,440)
(16,536,940)
Other comprehensive income:
Effect of prior period adjustments
34
-
-
242,500
-
Revaluation of tangible fixed assets
-
3,249,952
-
3,249,952
Total comprehensive income
-
3,249,952
(16,536,940)
(13,286,988)
Transfers
-
(2,238,380)
2,238,380
-
Balance at 31 March 2023
8,338,420
8,848,287
(76,525,962)
(59,339,255)
Year ended 31 March 2024:
Loss for the year
-
-
(9,192,073)
(9,192,073)
Other comprehensive income:
Revaluation of tangible fixed assets
-
(466,988)
-
(466,988)
Total comprehensive income
-
(466,988)
(9,192,073)
(9,659,061)
Transfers
-
(282,378)
282,378
-
Balance at 31 March 2024
8,338,420
8,098,921
(85,435,657)
(68,998,316)
SQIB LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 April 2022
8,338,420
(28,095,926)
(19,757,506)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
(3,292,785)
(3,292,785)
Balance at 31 March 2023
8,338,420
(31,388,711)
(23,050,291)
Year ended 31 March 2024:
Profit and total comprehensive income
-
(3,996,669)
(3,996,669)
Balance at 31 March 2024
8,338,420
(35,385,380)
(27,046,960)
SQIB LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
32
(432,273)
(3,074,121)
Interest paid
(1,159,518)
(2,998,826)
Income taxes paid
(436)
-
0
Net cash outflow from operating activities
(1,592,227)
(6,072,947)
Investing activities
Purchase of intangible assets
(6,768)
(6,900)
Purchase of tangible fixed assets
(343,775)
(830,949)
Proceeds from disposal of tangible fixed assets
6,282,561
-
Purchase of investment property
-
(22,919)
Proceeds from disposal of investment property
7,275,000
14,023,600
Proceeds from disposal of subsidiaries, net of cash disposed
3,116,927
-
Proceeds from disposal of associates
1,400,000
-
Receipts from associates
-
348,168
Loans made to other entities
(900,000)
-
Repayment of loans
200,000
-
Interest received
1,089,307
1,348,214
Net cash generated from investing activities
18,113,252
14,859,214
Financing activities
Repayment of bank loans
(17,546,970)
(10,341,001)
Net cash used in financing activities
(17,546,970)
(10,341,001)
Net decrease in cash and cash equivalents
(1,025,945)
(1,554,734)
Cash and cash equivalents at beginning of year
1,180,303
2,735,037
Cash and cash equivalents at end of year
154,358
1,180,303
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
1
Accounting policies
Company information

SQIB 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 SQIB Limited and all of its subsidiaries. The principal activities of the company and its subsidiaries (the group) and the nature of the group's operations are set out in the Strategic Report.

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 a mounts 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 at fair value. The principal accounting policies adopted are set out below.

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:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Business combinations

In the parent company financial statements, t he 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. I nvestments 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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company SQIB 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 2024. 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 g roup.

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.

1.4
Going concern

The group made a loss before taxation of £9,192,509 (2023: £17,195,675) during the year ended 31 March 2024. At 31 March 2024 the group had net current liabilities of £123,141,621 (2023: £114,406,880 (restated)) and net liabilities of £68,998,316 (2023: £59,339,255 (restated)) including amounts due from the parent undertaking and other related parties of £60,612,986 (2023: £46,594,928) of which £19,015,694 (2023: £18,233,204) was due after more than one year. At 31 March 2024, the group owed £91,839,804 (2023: £87,496,415) to other related parties which is repayable on demand.

At 31 March 2024, the company had net current liabilities of £27,415,352 (2023: £24,108,428) including £84,100,083 (2023: £81,348,984) due from group companies and related parties, £19,015,694 (2023: £19,015,694 (restated)) of which was due after more than one year. At 31 March 2024 the company owed £44,705,210 (2023: £36,893,805) to group companies and other related parties.

As at the date of this report, the Group was no longer in breach of any loan covenants in relation to the external bank loan of £66,245,182. Subsequent to the reporting date, the majority of this loan has been refinanced with a new lender on more favourable terms, including an amended repayment schedule. The balance remaining with the original lender has also been renegotiated under revised terms. As at the date of approval of these financial statements, the Group remains compliant with the covenants of both facilities. The directors and shareholders are therefore confident that the loan will not be recalled in the foreseeable future.

Additionally, the Group has a balance of £82,138,666 due to a related party, over which management exercises significant influence. While this loan is classified as repayable on demand, it is back-to-back with another related party agreement. The repayable-on-demand clause is not expected to be enforced, given the unique nature of the underlying related party arrangements. Management are also confident that the amounts due from the parent undertaking and related parties are fully recoverable.

The directors have assessed the impact of inflationary pressures and the ongoing cost of living and energy crises in the UK, which have affected short-term performance as outlined in the Strategic Report on page 1. In response, a number of cost-reduction measures have been implemented to improve operational efficiency and profitability.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 23 -

Despite these efforts, forecasts indicate that the Group and company will continue to make operating losses for the foreseeable future. Some loan agreements contain repayment schedules that are contingent on successful completion of capital events. The directors remain confident that these events will materialise as planned. However, in the event some or all of these events do not come to fruition, there would be a negative impact on the Group’s cash flow and its ability to meet debt repayment obligations.

In view of these uncertainties, the shareholders have reaffirmed their ongoing commitment to financially support all SQIB subsidiary companies, and this support 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 continue in operational existence for at least twelve months from the date of approval of these financial statements. This assessment is dependent on the Group and the Company continuing to meet their day-to-day working capital requirements.

The majority shareholders have provided confirmation of their intention to continue supporting the Group and the Company financially for a period of at least twelve months from the date of approval of these financial statements. This support is intended to ensure that the Group and the Company can meet their obligations as they fall due. However, if such financial support were to be withdrawn or not materialise, there is a risk that the Group and the Company may be unable to meet their liabilities as they fall due.

While the availability of this funding is not guaranteed, the directors have a reasonable expectation that adequate resources will be available to enable the Group and the Company to continue operating. In the event that debt funding is not secured as planned, the Company would be required to seek alternative sources of finance, which may prove challenging to obtain within a short timeframe.

Accordingly, these circumstances represent a material uncertainty that may cast significant doubt upon the Group’s and the Company’s ability to continue as a going concern. If the Group and the Company are unable to secure the necessary funding, they may be unable to realise their assets and discharge their liabilities in the normal course of business.

Nevertheless, based on the forecasts, ongoing shareholder support, and management’s plans to secure additional funding, the directors have a reasonable expectation that the Group and the Company will continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing these financial statements. As such, the financial statements do not include any adjustments that would be required if the Group or the Company were 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 r evenue 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,

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 24 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the consolidation for an acquired undertaking, compared with the fair value of net assets acquired. It 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. Goodwill is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

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
Plant and equipment
10% - 25% straight line
Fixtures and fittings
10% - 25% straight line
Computers
20% - 33% straight line
Motor vehicles
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 a t the reporting end date. Changes in fair value are recognised in profit or loss.

Property rented to a group entity is accounted for as tangible fixed assets.

1.10
Fixed asset investments

Equity in vest ments 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.

I n 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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 25 -

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 g roup’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 c ompany 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.

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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 26 -
1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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 m ethod 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.

Loans and receivables

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 27 -
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 and loans from fellow group companies 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 paymen ts 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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 28 -
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

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 lease d asset are consumed.

1.20
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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
2
Judgements and key sources of estimation uncertainty

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.

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 value 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 tax rates that will be applicable.

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 have assessed the ageing, credit risk and post‑year‑end receipts relating to other debtor balances. While there is some uncertainty inherent in assessing recoverability, no specific indicators of impairment have been identified. On this basis, the directors consider the amounts due to be recoverable.

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.

Revenue recognition in respect of aircraft maintenance

The company uses the percentage of completion method to recognise maintenance project revenue . This method requires the director to estimate the level of work performed at each reporting date as a proportion of the total services to be performed to complete the contract. Variations to estimates could result in the over or under recognition of revenue.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Property development, investment and management
9,912,706
10,139,925
Aircraft maintenance and charter service
13,254,787
15,677,765
Provision of hotel accommodation, venue hire and food and drink
5,022,774
4,876,755
Advertising, publishing and PR services
360,575
420,994
Pawnbrokers
591,185
729,608
29,142,027
31,845,047
2024
2023
£
£
Other revenue
Investment profit share income
55,140
40,000
Insurance claim proceeds
407,429
-

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

4
Loss before taxation
2024
2023
£
£
Loss before taxation is stated after charging/ (crediting):
Exchange differences
(15,376)
705,203
Depreciation of owned tangible fixed assets
1,797,215
1,956,164
Profit on disposal of tangible fixed assets
(1,224,333)
-
Loss on disposal of investment property
30,000
16,400
Amortisation of intangible assets
1,809
688
Release of negative goodwill
(19,223)
(25,639)
(Profit)/loss on disposal of intangible assets
(3,000)
13,183
Operating lease charges
537,669
449,356
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
24,540
23,600
Audit of the financial statements of the company's subsidiaries
144,200
148,905
168,740
172,505
For other services
Taxation compliance services
28,770
27,225
All other non-audit services
27,970
26,950
56,740
54,175
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management and charter staff
67
64
-
-
Catering and hospitality staff
97
100
-
-
Administrative staff
66
61
5
1
Retail and hospitality staff
12
12
-
-
Total
242
237
5
1

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
8,066,274
7,559,122
356,762
47,341
Social security costs
873,416
811,457
74,063
12,677
Pension costs
444,671
393,334
13,829
3,440
9,384,361
8,763,913
444,654
63,458

The directors active during the period were remunerated by other companies headed by Venus TopCo Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited. Venus TopCo Limited has shareholders in common with the Armatire Group.

The directors do not consider that it is practical to apportion the amount of their remuneration between their services as directors of Zenith Aviation Limited and other group companies and therefore their salaries have been excluded from the amounts above,

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 32 -
7
Interest receivable and similar income
2024
2023
£
£
Interest income
as restated
Interest on bank deposits
789
5,551
Other interest income
1,088,517
1,249,283
Total income
1,089,306
1,254,834
8
Interest payable and similar expenses
2024
2023
£
£
as restated
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
5,235,750
6,480,578
Interest on other loans
4,300,119
2,610,622
Loan interest reversed
(8,087,984)
-
1,447,885
9,091,200
Other finance costs:
Other interest
-
(1,438)
Total finance costs
1,447,885
9,089,762

In 2021, three subsidiaries within the Group entered into a loan arrangement with another company within the Group attracting an interest rate of 4.5% plus base, resulting in interest accrued to 31 March 2024 of £8,087,984. During the financial year, the terms of the loan were renegotiated such that the interest, including historic accrued interest, was no longer payable on the loan.

As a result all interest previously accrued, totalling £8,087,984, has been credited to the Profit and Loss account.

9
Amounts written off
2024
2023
£
£
Loss on disposal of subsidiary
27
(1,720)
-
Gain on disposal of associate
14
128,379
-
Amounts written off: debtors with related party
-
(2,867,043)
126,659
(2,867,043)
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(436)
436
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Taxation
2024
2023
£
£
(Continued)
- 33 -
Deferred tax
Origination and reversal of timing differences
-
(511,050)
Previously unrecognised tax loss, tax credit or timing difference
-
(148,121)
Total deferred tax
-
0
(659,171)
Total tax credit
(436)
(658,735)

During the year, the UK main rate of corporation tax was 25%.

Deferred tax assets not recognised relating to trading losses carried forward in currently loss making subsidiary entities. These losses total £18,654,258.

The actual credit 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:

2024
2023
£
£
Loss before taxation
(9,192,509)
(17,195,675)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(2,298,127)
(3,267,178)
Tax effect of expenses that are not deductible in determining taxable profit
481,851
1,748,162
Tax effect of income not taxable in determining taxable profit
(350,006)
30,914
Gains not taxable
209,873
-
0
Change in unrecognised deferred tax assets
-
0
1,482,260
Adjustments in respect of prior years
(1,596,856)
-
0
Group relief
2,178,724
(113,367)
Depreciation on assets not qualifying for tax allowances
-
0
87,774
Adjustments in respect of financial assets
-
0
(532,897)
Other permanent differences
325
-
0
Under/(over) provided in prior years
-
0
(46,075)
Deferred tax adjustments in respect of prior years
1,571,463
-
0
Associates results reported net of tax
(52,687)
(48,328)
Chargeable gains
1,342,174
-
0
Deferred tax movement
(1,511,858)
-
0
Fixed asset differences
22,616
-
0
Other adjustments, reliefs and transfers
2,072
-
Taxation credit
(436)
(658,735)

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 34 -
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Website
Total
£
£
£
£
Cost
At 1 April 2023
6,814,079
(686,335)
61,907
6,189,651
Additions
-
0
-
0
6,768
6,768
Disposals
-
0
-
0
(55,007)
(55,007)
At 31 March 2024
6,814,079
(686,335)
13,668
6,141,412
Amortisation and impairment
At 1 April 2023
6,814,079
(667,112)
55,695
6,202,662
Amortisation charged for the year
-
0
(19,223)
1,805
(17,418)
Disposals
-
0
-
0
(55,007)
(55,007)
At 31 March 2024
6,814,079
(686,335)
2,493
6,130,237
Carrying amount
At 31 March 2024
-
0
-
0
11,175
11,175
At 31 March 2023
-
0
(19,223)
6,212
(13,011)
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 35 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 April 2023
10,228,720
6,905,450
3,081,654
23,301,777
1,260,129
82,357
115,105
44,975,192
Additions
-
0
-
0
53,709
104,950
139,581
33,861
11,938
344,039
Disposals
-
0
-
0
(547,019)
(7,886,773)
(875,078)
(11,912)
(82,906)
(9,403,688)
Revaluation
-
0
(550,000)
-
0
-
0
-
0
-
0
-
0
(550,000)
At 31 March 2024
10,228,720
6,355,450
2,588,344
15,519,954
524,632
104,306
44,137
35,365,543
Depreciation and impairment
At 1 April 2023
1,436,484
7,725
1,986,979
8,015,038
1,148,448
50,663
87,135
12,732,472
Depreciation charged in the year
205,902
86,102
430,905
947,717
97,144
23,342
6,103
1,797,215
Eliminated in respect of disposals
-
0
-
0
(547,019)
(2,830,313)
(875,078)
(10,145)
(82,905)
(4,345,460)
Revaluation
-
0
(83,012)
-
0
-
0
-
0
-
0
-
0
(83,012)
At 31 March 2024
1,642,386
10,815
1,870,865
6,132,442
370,514
63,860
10,333
10,101,215
Carrying amount
At 31 March 2024
8,586,334
6,344,635
717,479
9,387,512
154,118
40,446
33,804
25,264,328
At 31 March 2023
8,792,236
6,897,725
1,094,675
15,286,739
111,681
31,694
27,970
32,242,720

The historical cost of the freehold land and building is £3,550,495 (2023: £3,550,495).

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 36 -
Company
Computers
£
Cost
At 1 April 2023
3,942
Additions
3,016
At 31 March 2024
6,958
Depreciation and impairment
At 1 April 2023
264
Depreciation charged in the year
1,290
At 31 March 2024
1,554
Carrying amount
At 31 March 2024
5,404
At 31 March 2023
3,678
13
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 April 2023 and 31 March 2024
44,925,000
-
Disposals
(10,375,000)
-
Net gains or losses through fair value adjustments
(2,130,000)
-
At 31 March 2024
32,420,000
-

During the year the group undertook improvement work across various investment properties within the UK. There we no additions in the year (2023: £22,920).

During the year, Carter Jonas performed Red Book valuations on £29,430,000 of the investment property portfolio. The valuations are based on the existing tenancies at the balance sheet date. Overall this resulted in an overall fair value loss of £2,130,000 (2023: £3,027,920) in the year.

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 property was valued on a vacant possession basis it would be valued at £39,500,000, an uplift of £7,270,000 to the value of the property with a corresponding unrealised gain recognised in the income statement.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Investment property
(Continued)
- 37 -
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
2024
2023
2024
2023
£
£
£
£
Cost
42,030,009
48,154,866
-
-
Accumulated depreciation
-
-
-
-
Carrying amount
42,030,009
48,154,866
-
-
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
362,948
1,054,419
Investments in associates
-
0
1,189,250
-
0
-
0
Unlisted investments
76
76
40
40
76
1,189,326
362,988
1,054,459
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2023
1,189,250
76
1,189,326
Share of associate profits
82,370
-
82,370
Disposals
(1,271,620)
-
(1,271,620)
At 31 March 2024
-
76
76
Carrying amount
At 31 March 2024
-
76
76
At 31 March 2023
1,189,250
76
1,189,326

During the year, the group disposed of its 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, for proceeds of £1,400,000, generating a gain on sale of £128,379.

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

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
14
Fixed asset investments
(Continued)
- 38 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2023
1,054,419
40
1,054,459
Disposals
(691,471)
-
(691,471)
At 31 March 2024
362,948
40
362,988
Carrying amount
At 31 March 2024
362,948
40
362,988
At 31 March 2023
1,054,419
40
1,054,459

During the year, the company disposed of its 100% shareholding in Goswell Properties Limited.

15
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Subsidiaries
(Continued)
- 39 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Bewl Events and Waterpark Limited
England and Wales
Property investment and development
Ordinary shares
100.00
-
Connect Centre Limited
England and Wales
Property investment and development
Ordinary shares
100.00
-
Integra Property Management Limited
England and Wales
Property management
Ordinary shares
100.00
-
The Air Charter Club (formerly Jet Aircraft Limited)
England and Wales
Jet aircraft investment
Ordinary
100.00
-
Salomons UK Limited
England and Wales
Provision of hotel accommodation, venue hire and food and beverage
Ordinary
100.00
-
55VS No1 Limited
England and Wales
Investment holding company
Ordinary
100.00
-
Zenith Aircraft Limited
England and Wales
Jet aircraft investment
Ordinary
100.00
-
E.J.Markham & Son Limited
England and Wales
Pawnbrokers
Ordinary
100.00
-
One Media and Creative UK Limited
England and Wales
Provision of advertising, publishing and PR services
Ordinary
100.00
-
Zenith Aviation Limited
England and Wales
Bespoke charter aircraft service
Ordinary
0
100.00
Zenith Strutton Ground Holdings Limited
England and Wales
Property investment and development
Ordinary
0
100.00
Zenith Strutton Ground Property Limited
England and Wales
Property investment and development
Ordinary
0
100.00
55 VS No 2 Limited
England and Wales
Property investment and development
Ordinary
0
100.00
55 VS HL N1 Limited
England and Wales
Dormant company
Ordinary
0
100.00
55 VS HL N2 Limited
England and Wales
Dormant company
Ordinary
0
100.00
55 VS UL N1 Limited
England and Wales
Dormant company
Ordinary
0
100.00
55 VS UL N2 Limited
England and Wales
Dormant company
Ordinary
0
100.00
Presence & Co. Estate Agents Limited
England and Wales
Property management
Ordinary
100.00
-
Presence & Co Property Limited
England and Wales
Dormant
Ordinary
100.00
-

All the subsidiaries disclosed above have the same registered office as the company.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 40 -
16
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
England and Wales
Investment property company
Ordinary
20.00
Rothbury Road Limited
England and Wales
Investment property company
Ordinary
18.00
The aggregate capital and reserves and the loss for the year to the 31 August 2023 of the undertakings noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
32/34 Eagle Wharf Road Limited
(681,233)
5,074,709
Rothbury Road Limited
(27,180)
327,445

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. These companies are not accounted for as an associated undertaking because the group is not in a position to exercise significant influence. The registered office of both entities is 1 st Floor, Kirkdale House, 7 Kirkdale Road, Leytonstone, London, E11 1HP.

17
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
63,759,455
63,085,549
n/a
n/a
Equity instruments measured at cost less impairment
76
76
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
186,619,765
204,505,580
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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 41 -
18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
699,038
702,770
-
-
Food and drink
13,968
7,184
-
-
Aviation consumables
365,641
497,696
-
0
-
0
1,078,647
1,207,650
-
-
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
as restated
as restated
Trade debtors
1,184,397
1,161,098
2,296
-
0
Corporation tax recoverable
33,987
33,924
-
0
-
0
Amounts owed by parent undertaking
15,434,816
14,766,549
15,384,817
14,673,197
Amounts owed by group undertakings
-
-
35,237,072
33,722,452
Other debtors
28,005,924
25,412,021
14,468,126
14,919,858
Prepayments and accrued income
1,910,085
1,936,729
26,421
86,994
46,569,209
43,310,321
65,118,732
63,402,501
Deferred tax asset (note 23)
27,826
28,044
-
0
-
0
46,597,035
43,338,365
65,118,732
63,402,501
Amounts falling due after more than one year:
Amount owed by related parties
-
0
3,605,600
-
0
-
0
Other debtors
19,015,694
18,233,205
19,015,694
18,233,205
19,015,694
21,838,805
19,015,694
18,233,205
Total debtors
65,612,729
65,177,170
84,134,426
81,635,706

On 29 March 2019 the company made a loan to Bishops U.K. Limited totalling £12,150,000 which was repayable on 29 March 2022 and remains outstanding. The loan was secured with a legal charge over David Salomons House, Tunbridge Wells. Interest is being charged at 5% per annum.

Included in other debtors, due within one year and falling due after more than one year are amounts of £60,612,986 (2023: £43,040,280) owed by related parties. They are companies related by virtue of being under common control of the directors or within the Armatire Group.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 42 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
as restated
Bank loans
22
80,363,121
73,185,258
66,245,182
68,621,716
Trade creditors
4,254,361
3,886,031
264,455
285,767
Amounts owed to group undertakings
-
0
9,197,713
18,707,704
11,976,191
Corporation tax payable
34,626
35,062
-
0
-
0
Other taxation and social security
847,507
705,963
29,514
21,646
Other creditors
101,651,346
92,459,970
26,013,888
24,932,959
Accruals and deferred income
2,836,394
2,502,006
290,789
183,462
189,987,355
181,972,003
111,551,532
106,021,741

Included within other creditors is £82,138,666 (2023: £86,730,572) due to Lustrum Investments Limited, a company under common control.

Included within bank loans is a loan falling due within one year held by SQIB Limited of £66,245,182 (2023: £68,621,715) that is due to be repaid in 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 £nil (2023: £3,389,146). There were registered charges over the plant and machinery which has now been satisfied as the loan has been repaid in full during the year.

On 26 July 2021, a loan facility was acquired from Hampshire Trust Bank PLC totaling £4,386,000 and attracts a fixed rate of interest of 3.25%. At the year end £2,024,235 (2023: £3,503,938) remained outstanding.

Included within bank loans is a loan held by 55VS No2 Limited of £1 0,982,185 (202 3: £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. The loan facility was extended post year end and has a revised payment date of 16 September 2025 and interest rate of 2.10%.

21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
as restated
Bank loans
22
3,550,466
23,274,602
-
0
-
0

A facility was acquired from Hampshire Trust Bank PLC by Bishops UK Limited on 2 6 Ju ly 20 21 which amount ed to £4,386,000 and attracts fixed interest at 3.25% per annum, the balance outstanding as at the year end is £2,024,200 (2023: £3,503,938). The subsidiary was in breach of a bank covenant relating to value of property and the bank was aware of this breach and chose to not call in the loan early. The loan is due to reach maturity on 26 July 2031.

Included in bank loans as at 31 March 2024 was an amount due to Lombard North Central Plc of £3,550,466 (2023: £4,535,664). Zenith Aircraft Limited is committed to repay the aggregate of US LIBOR plus 2%, per quarter, on the 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.

SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 43 -
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
as restated
Bank loans
83,913,587
96,459,860
66,245,182
68,621,716
Loans from group undertakings
1,441,542
7,308,998
18,707,705
17,126,191
Loans from related parties
76,988,666
80,392,730
25,997,505
24,917,613
162,343,795
184,161,588
110,950,392
110,665,520
Payable within one year
158,793,329
160,886,986
87,092,687
85,747,907
Payable after one year
3,550,466
23,769,692
-
0
-
0
23
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
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
-
-
15,703
28,044
Other timing differences
1,808
1,808
12,123
-
1,808
1,808
27,826
28,044
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 April 2023
(26,236)
-
Transfer on disposal
218
-
Asset at 31 March 2024
(26,018)
-
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
444,671
393,334
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
24
Retirement benefit schemes
(Continued)
- 44 -

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.

25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Class A shares of £1 each
6,253,817
6,253,817
6,253,817
6,253,817
Ordinary Class B shares of £1 each
1,042,302
1,042,302
1,042,302
1,042,302
Ordinary Class C shares of £1 each
1,042,301
1,042,301
1,042,301
1,042,301
8,338,420
8,338,420
8,338,420
8,338,420

For each class of share, they do not have the right to fixed income, each share type carries the right to one vote at general meetings of the company.

26
Reserves

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

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.

27
Disposals

On 12 July 2023 the group disposed of its 100% holding in Goswell Properties Limited. Included in these financial statements are losses of £1,720 arising from the company's interests in Goswell Properties Limited up to the date of its disposal.

Net assets disposed of
£
Cash and cash equivalents
31
Investment property
3,100,000
Trade and other receivables
38,658
Trade and other payables
(20,011)
3,118,678
Loss on disposal
(1,720)
Total consideration
3,116,958
The consideration was satisfied by:
£
Cash
3,116,958
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 45 -
28
Operating lease commitments
Lessee

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
2024
2023
2024
2023
£
£
£
£
Within one year
156,062
156,062
-
-
Between two and five years
588,114
599,113
-
-
In over five years
1,208,850
1,504,725
-
-
1,953,026
2,259,900
-
-
Lessor

The operating leases represent leases of investment property to third parties.

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
106,409
88,290
-
-
Between two and five years
120,100
22,000
-
-
226,509
110,290
-
-
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 46 -
29
Events after the reporting date

SQIB Limited entered administration on 7th November 2024, exiting administration on 23rd December 2024, with control being handed back to the directors. This process commenced because of key secured creditor, holding a qualifying floating charge over the assets of the company, appointing administrators in relation to a secured debt. The administration related only to SQIB Limited, and not any of its subsidiaries.

The strategy within the administration process was always to best preserve the value of the business and achieve the purpose of administration whilst achieving the best possible outcome for creditors. The process also enabled the business to strategically negotiate with the key creditor, allowing the business to successfully move the facility to a new creditor with less onerous conditions.

Following various investigations by the administrator in relation to information provided by the business, it was clear that with this key creditor being replaced with an alternative lender that the level of non-related debt was manageable, and that the business was therefore not insolvent. The administrator found no issues in connection with the way the company was run. This further enabled the administrators to agree the overall solvency and exit strategy, which was for the Company to exit Administration and control of the Company be handed back to the Directors as soon as possible. An application to Court was made and approved. The administration ended with effect from 23 December 2024.

Post balance sheet events in relation to subsidiaries

- Zenith Aviation Limited – The Group disposed of this subsidiary in March 2025, selling it to a third party.

- Zenith Aircraft Limited – The subsidiary sold two aircraft after the year end, on 25 June 2024 and 1 July 2025, for consideration of $6.0 million and $6.5 million, respectively.

- Connect Centre Limited – The company sold its sole property on 2 September 2024 for £2.8 million. Following this disposal, the directors have resolved that the company is not a going concern, and it has plans to cease trading.

- Bishops UK Limited – The subsidiary sold Hangar 528 on 20 May 2025 for proceeds of £800,000.

- One Media and Creative UK Limited – The company ceased trading in April 2024, and the directors have concluded that it is not a going concern; accordingly, its financial statements have been prepared on a basis other than going concern.

30
Related party transactions
Transactions with related parties
Key management personnel
2024
2023
£
£
Rent management fee income
3,749
2,487
Other fee income
446,876
323,862
Other related parties
2024
2023
£
£
Rent management fee income
99,690
41,739
Other fee income
1,181,762
347,571
Expenditure recharged
893,150
1,406,726
Provision of consultancy services
-
27,905
Recharge of hotel expenses
172,381
-
Recharge of staff costs and meeting rooms
308,890
459,195
Income from charter flight services
-
391,893
Service and facilities charge
6,067,260
2,358,366
Income from advertising
1,040
3,710
Recharged staff and related costs
(1,340)
(40,553)
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
30
Related party transactions
(Continued)
- 47 -
Recharged telephone and printing costs
(590)
(77)
Purchase of advertising and marketing services
(1,000)
(7,758)
Staff costs and meeting rooms recharged
(1,657)
(412)
Recharge of credit cards for hotel / Bewl Water expenses
(76,727)
(24,003)
Purchase of office equipment
-
(4,935)
Purchase of insurance cover
-
(122,596)
Purchase of uniforms and decorations
(3,270)
-
Insurance costs
(516,560)
(13,131)
Purchase of IT/Telecommunication
-
(3,525)
Consultancy fees
-
(7,144)
Purchase of hotel equipment
(15,247)
(40,130)
Purchase of gifts
(845)
-
Rent and rates
(72,299)
-
Reimbursed expenses
(37,741)
(1,454)
Interest expense (see note 8)
4,216,591
(2,777,546)
Motor costs
(105,582)
-
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.

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
1,441,542
1,441,542
Other related parties
89,634,646
86,054,873
Company
Other related parties
25,997,505
19,516,967

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities with control, joint control or significant influence over the group
16,879,494
15,974,239
Key management personnel
185,937
130,277
Other related parties
43,547,555
30,490,412
Company
Entities with control, joint control or significant influence over the company
16,829,494
15,924,239
Key management personnel
55,818
-
Other related parties
31,787,219
31,647,821
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
30
Related party transactions
(Continued)
- 48 -
Other information

An amount of £4,513,975 (202 3: £5,519,541) was included in bank loans owing by Zenith Aircraft Limited at the year ended 31 March 202 4. As part of the terms of this bank loan, K R Spencer has provided a personal guarantee. An amount of £nil (202 3: £3,389,147) was included in bank loans owing by Jet Aircraft Limited at the year ended 31 March 202 4. As part of the terms of this bank loan, K R Spencer has provided a personal guarantee.

An amount of £10,982,185 was included in bank loans owing by 55VS No2 Limited. As part of the terms for these bank loans, the directors each guaranteed a principal amount of £2,285,250.

Impairments of £nil (2023: £2,874,402 ) have been recognised in respect of amounts owed by related parties.

The amounts outstanding are unsecured, non-interest bearing and will be settled in cash. No guarantees have been given or received.

31
Controlling party

The immediate and ultimate parent undertaking by virtue of its 75% shareholding is SQIB Limited is Armatire Limited, a company registered in England and Wales, and represents the largest and smallest group for which consolidated accounts included SQIB Limited are prepared. Copies of these financial statements can be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.

Armatire Limited is controlled by KR Spencer and A Spencer by virtue of their 50%/50% ownership of Armatire Limited.

32
Cash absorbed by group operations
2024
2023
£
£
Loss for the year after tax
(9,192,073)
(16,536,940)
Adjustments for:
Share of results of associates and joint ventures
(82,370)
(441,979)
Taxation credited
(436)
(658,735)
Finance costs
1,447,885
9,089,762
Investment income
(1,089,306)
(1,254,834)
Gain on disposal of tangible fixed assets
(1,224,333)
-
Loss on disposal of investment property
30,000
16,400
(Gain)/loss on disposal of intangible assets
(3,000)
13,183
Fair value loss on investment properties
2,130,000
3,027,920
Amortisation and impairment of intangible assets
(17,418)
(24,951)
Depreciation and impairment of tangible fixed assets
1,797,215
1,956,164
Other gains and losses
(126,659)
2,867,043
Movements in working capital:
Decrease/(increase) in stocks
129,003
(208,434)
Decrease in debtors
233,281
7,353,565
Increase/(decrease) in creditors
5,535,938
(8,272,285)
Cash absorbed by operations
(432,273)
(3,074,121)
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 49 -
33
Analysis of changes in net debt - group
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
1,180,303
(1,025,945)
154,358
Borrowings excluding overdrafts
(96,459,860)
12,546,273
(83,913,587)
(95,279,557)
11,520,328
(83,759,229)
34
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment at 1 Apr 2022
Adjustment at 31 Mar 2023
As restated at 31 Mar 2023
£
£
£
£
Current assets
Debtors due within one year
44,678,860
(1,285,495)
(55,000)
43,338,365
Creditors due within one year
Other creditors
(91,759,970)
(700,000)
-
(92,459,970)
Creditors due after one year
Other creditors
(2,690,824)
2,888,414
297,500
-
Capital and reserves
Profit and loss reserves
(77,671,381)
902,919
242,500
(76,525,962)
Total equity
Net liabilities
(60,484,674)
902,919
242,500
(59,339,255)
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 31 March 2023
£
£
£
Interest receivable and similar income
1,309,834
(55,000)
1,254,834
Interest payable and similar expenses
(9,387,262)
297,500
(9,089,762)
Loss after taxation
(16,779,440)
242,500
(16,536,940)
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
34
Prior period adjustment
(Continued)
- 50 -
Reconciliation of changes in equity - group
1 April
31 March
2022
2023
Notes
£
£
Adjustments to prior year
Adjustment to related party loans
1
(1,500,000)
-
Adjustment to third party loans
2
2,402,919
242,500
Total adjustments
902,919
242,500
Equity as previously reported
(46,955,186)
(60,484,674)
Equity as adjusted
(46,052,267)
(59,339,255)
Analysis of the effect upon equity
Profit and loss reserves
902,919
1,145,419
Reconciliation of changes in loss for the previous financial period
2023
Notes
£
Adjustments to prior year
Adjustment to related party loans
1
-
Adjustment to third party loans
2
242,500
Loss as previously reported
(16,779,440)
Loss as adjusted
(16,536,940)
Changes to the balance sheet - company
As previously reported
Adjustment
As restated at 31 Mar 2023
£
£
£
Current assets
Debtors due after one year
41,240,096
(23,006,891)
18,233,205
Debtors due within one year
40,395,610
23,006,891
63,402,501
Net assets
(23,050,291)
-
(23,050,291)
Capital and reserves
Total equity
(23,050,291)
-
(23,050,291)
Changes to the profit and loss account - company
As previously reported
Adjustment
As restated
Period ended 31 March 2023
£
£
£
Loss after taxation
(3,292,785)
-
(3,292,785)
SQIB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
34
Prior period adjustment
(Continued)
- 51 -
Notes to reconciliation - Group
1. Adjustment to related party loans

During the period, a reconciliation was undertaken of amounts paid by related parties on behalf of a group c ompany to various properties held by the company which uncovered items that had been incorrectly omitted from the company's accounts. The related costs pertain to multiple properties incurred prior to 1 April 2022 and therefore have been reflected as a £1,500,000 debit to retained earnings resulting from fair value adjustments to those properties.

2. Adjustment to third party loans

During the current reporting period, management identified that certain third‑party creditor balances should have been offset against corresponding debtor balances in prior years’ financial statements. A reconciliation performed during the year confirmed that these balances had, in fact, been settled and offset several years ago. Written confirmations were obtained from the relevant third parties verifying that all amounts were considered settled at that time and that no further interest is payable.

As a result, creditor balances of £5.9 million have been offset against amounts owed across the Armatire Group totaling £6.4 million. All interest accrued from the date the loans were deemed settled has been reversed, and any interest accrued up to that date has been treated as waived. The correction of this historical misstatement has resulted in a net credit to reserves of £2,4 02,919 as at 1 April 2022.

In addition, a prior period adjustment of £242,500 has been recognised, comprising £55,000 relating to interest receivable and £297,500 relating to interest payable relating to effects of the reconciliation.

Notes to reconciliation - Company
1. Reclassification of intercompany loans

During the current reporting period, management identified that certain intercompany loan balances had been incorrectly classified as long‑term liabilities and debtors in the prior year’s financial statements. In accordance with FRS 102, these loans—together with the associated accrued interest—should have been presented as short‑term liabilities, as they were repayable on demand.

As a result, the comparative figures for the prior year have been restated to correct the classification. This restatement has resulted in a decrease in long‑term liabilities and a corresponding increase in short‑term liabilities of £23,006,890.

This reclassification affects only the presentation of assets and liabilities and has no impact on net assets or profit reported for the prior period. The impact is shown on "Changes to the balance sheet" reconciliation above.

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