Company registration number 05002176 (England and Wales)
BISHOPS U.K LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
BISHOPS U.K LIMITED
COMPANY INFORMATION
Directors
K J Barber
K R Spencer
G Humphreys
M R Brittain
Secretary
R Weeks
Company number
05002176
Registered office
45 Westerham Road
Bessels Green
Sevenoaks
Kent
TN13 2QB
Auditor
Mercer & Hole LLP
Trinity Court
Church Street
Rickmansworth
WD3 1RT
BISHOPS U.K LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 21
BISHOPS U.K LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

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

Principal activities

The principal activity of the company continued to be that of property development and investment.

Directors

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

K J Barber
K R Spencer
G Humphreys
M R Brittain
Auditor

In accordance with the company's articles, a resolution proposing that Mercer & Hole LLP be reappointed as auditor of the company will be put at a General Meeting.

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 company’s auditor 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 company’s auditor is aware of that information.

Small companies exemption

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

On behalf of the board
M R Brittain
Director
25 March 2026
BISHOPS U.K LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

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 company and of the profit or loss of the company 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 company will continue in business.

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

BISHOPS U.K LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BISHOPS U.K LIMITED
- 3 -
Opinion

We have audited the financial statements of Bishops U.K Limited (the 'company') for the year ended 31 March 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

M aterial uncertainty relating to going concern

We draw attention to note 1.2, on page 10 of the financial statements concerning the company's ability to continue as a going concern which indicates that the company ha s net liabilities of £782,135 at 31 March 202 4. The Company is therefore reliant on the ongoing support of its parent, SQIB Limited, however this support is itself dependent on a number of other events which are themselves uncertain.

As stated in note 1.2 on page 10, these events or conditions, along with the other matters identified, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

BISHOPS U.K LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BISHOPS U.K LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

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 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 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.

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 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.

BISHOPS U.K LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BISHOPS U.K LIMITED (CONTINUED)
- 5 -

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
25 March 2026
Chartered Accountants
Statutory Auditor
Trinity Court
Church Street
Rickmansworth
WD3 1RT
BISHOPS U.K LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
2024
2023
as restated
Notes
£
£
Turnover
3
565,867
823,197
Administrative expenses
(743,955)
(470,498)
Bad and doubtful debt
(1,551,082)
Other operating income
1,400,000
-
0
Unrealised gains and losses on investment properties
9
(230,000)
(120,000)
Loss on disposal of investment properties
4
(205,000)
-
0
Operating (loss)/profit
(764,170)
232,699
Interest receivable and similar income
37,533
352,851
Interest payable and similar expenses
6
2,178,297
(3,382,519)
Amounts written off investments
168,382
-
Profit/(loss) before taxation
1,620,042
(2,796,969)
Tax on profit/(loss)
7
-
0
532,897
Profit/(loss) for the financial year
1,620,042
(2,264,072)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BISHOPS U.K LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
2024
2023
as restated
£
£
Profit/(loss) for the year
1,620,042
(2,264,072)
Other comprehensive income
-
-
Total comprehensive income for the year
1,620,042
(2,264,072)
BISHOPS U.K LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 8 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
8
10,263
27,515
Investment property
9
20,630,000
23,910,000
Investments
10
44
44
20,640,307
23,937,559
Current assets
Debtors
11
50,860,505
49,953,116
Cash at bank and in hand
3
540,861
50,860,508
50,493,977
Creditors: amounts falling due within one year
12
(70,258,715)
(73,329,775)
Net current liabilities
(19,398,207)
(22,835,798)
Total assets less current liabilities
1,242,100
1,101,761
Creditors: amounts falling due after more than one year
13
(2,024,235)
(3,503,938)
Net liabilities
(782,135)
(2,402,177)
Capital and reserves
Called up share capital
14
8,326,150
8,326,150
Revaluation reserve
6,595,904
6,878,282
Profit and loss reserves
(15,704,189)
(17,606,609)
Total equity
(782,135)
(2,402,177)

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

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:
M R Brittain
Director
Company registration number 05002176 (England and Wales)
BISHOPS U.K LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Notes
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 April 2022
8,326,150
6,276,662
(15,643,836)
(1,041,024)
Effect of prior period adjustments
19
-
-
0
902,919
902,919
As restated
8,326,150
6,276,662
(14,740,917)
(138,105)
Year ended 31 March 2023:
Loss
-
-
(2,506,572)
(2,506,572)
Effect of prior period adjustments
19
242,500
242,500
Total comprehensive income
-
-
(2,264,072)
(2,264,072)
Transfers
-
601,620
(601,620)
-
Balance at 31 March 2023 as restated
8,326,150
6,878,282
(17,606,609)
(2,402,177)
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
1,620,042
1,620,042
Transfers and adjustments in reserves
-
(282,378)
282,378
-
Balance at 31 March 2024
8,326,150
6,595,904
(15,704,189)
(782,135)
BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information

Bishops U.K Limited is a private company limited by shares incorporated in England and Wales. The registered office is 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

As at 31 March 2024, the company had net current liabilities of £19,398,207 (2023: £22,835,798 restated liabilities) and net liabilities of £782,135 (2023: £2,402,177 restated net liabilities).

The company is therefore reliant on the continued support of its parent company, SQIB Limited, its ultimate parent entity, Armatire Limited and its ultimate shareholder s, which has been confirmed in writing for a period of at least 12 months from the date of approval of these financial statements.

The shareholders’ ability to provide this support is predicted on market conditions and future events that would allow them to inject capital into the business, as well as on the wider group continuing to trade in line with forecasts. It is also contingent on certain subsidiaries securing new financing or extending existing facilities, and on the successful sale of specific group assets.

The directors have concluded that the above circumstances represent a material uncertainty that may cast significant doubt upon the company's ability to continue as a going concern as the availability of additional funds Is not certain. Nevertheless, after making enquiries and considering the uncertainties described above, the directors have a reasonable expectation that the company will have adequate resources to continue operating for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for completed developments together with rental income from investment properties provided in the normal course of business, and is shown net of value added tax and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the leasing of property is recognised on an accrual basis over the lease term, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Operating lease income from investment properties is recognised in profit or loss on a straight line basis over the lease term.

1.4
Tangible fixed assets

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

BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 11 -

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

Plant and equipment
10% straight line
Fixtures and fittings
20% 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 credited or charged to profit or loss.

1.5
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.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. 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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -
1.8
Cash and cash equivalents

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

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

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

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 company 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. A m ounts 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.

1.10
Equity instruments

Equity instruments issued by the company 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 company.

1.11
Taxation

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

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
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 when the company has 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.

1.12
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 s asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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 company 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 company's investment properties is inherently subjective, as it is made on the basis of valuation assumptions which may in the 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 those 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 from group companies and related parties to be fully recoverable based on the support provided by the group and its controlling shareholders.

Recoverability of other debtors

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

BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Rent receivable
565,867
823,197
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
565,867
823,197
2024
2023
£
£
Other revenue
as restated
Interest income
37,533
4,683
Dividends received
-
348,168
4
Exceptional item
2024
2023
£
£
Income
Exceptional item - Other operating income
1,400,000
-

The company held 303 ordinary shares of 10p each in RQ Capital Limited, an entity registered in the UK that undertakes property development. Exceptional income relates to the disposal of its entire shareholding in RQ Capital Limited during the year.

5
Employees

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

2024
2023
Number
Number
Total
0
0
6
Interest payable and similar expenses
2024
2023
£
£
as restated
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
138,966
269,011
Interest payable to group undertakings
3,921,671
3,113,508
Loan interest reversed
(6,238,934)
-
(2,178,297)
3,382,519
BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Interest payable and similar expenses
(Continued)
- 15 -

In 2021, the company entered into a loan arrangement with a fellow group company attracting an interest rate of 4.5% plus base, resulting in interest accrued to 31 March 2024 of £6,238,934. 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 £6,238,934, has been credited to the Profit and Loss account.

7
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
-
0
(532,897)

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

2024
2023
£
£
Profit/(loss) before taxation
1,620,042
(2,796,969)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
405,011
(531,424)
Tax effect of expenses that are not deductible in determining taxable profit
(359,528)
657,464
Tax effect of income not taxable in determining taxable profit
(350,000)
-
0
Change in unrecognised deferred tax assets
797,086
-
0
Group relief
(77,033)
(113,367)
Depreciation on assets not qualifying for tax allowances
12,559
-
0
Other permanent differences
51,250
33,402
Under/(over) provided in prior years
-
0
(46,075)
Deferred tax adjustments in respect of prior years
-
0
(532,897)
Chargeable losses
(479,345)
-
0
Taxation charge/(credit) for the year
-
(532,897)
BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
8
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2023
488,973
Additions
35,817
At 31 March 2024
524,790
Depreciation and impairment
At 1 April 2023
461,458
Depreciation charged in the year
53,069
At 31 March 2024
514,527
Carrying amount
At 31 March 2024
10,263
At 31 March 2023
27,515
9
Investment property
2024
£
Fair value
At 1 April 2023
23,910,000
Disposals
(3,050,000)
Revaluations
(230,000)
At 31 March 2024
20,630,000

Investment property comprises a number of properties in the UK, which are held to generate rental income. The investment property was valued as at 31 March 202 4 at £20,630,000 by Carter Jonas.

The tenanted value of residential properties amounted to £6,345,000 included above and the vacant possession values of these properties was £6,740,000 as at 31 March 2024.

The historical cost of the freehold property is £14,034,096 (202 3: £17,031,718).

10
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
8
8
Other investments other than loans
36
36
44
44
BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Fixed asset investments
(Continued)
- 17 -

The company holds 1 ordinary share in Zenith Strutton Ground Holdings Limited, an entity registered in Gibraltar that is an investment holding company.

The company holds 35,747 ordinary C shares of 0.1 p each in Rothbury Road Limited, an entity registered in the UK that undertakes property development.

11
Debtors
2024
2023
Amounts falling due within one year:
£
£
as restated
Trade debtors
-
0
3
Corporation tax recoverable
3,717
3,404
Amounts owed by group undertakings
43,237,358
41,555,475
Other debtors
7,619,430
8,394,234
50,860,505
49,953,116

During the current reporting period, management identified that certain intercompany loan balances had been incorrectly classified as long‑term 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 debtors, 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 the entire 2023 long term debtors of £46,705,475 being reclassified into short‑term debtors. This has been reflected in note 19.

12
Creditors: amounts falling due within one year
2024
2023
£
£
as restated
Bank loans and overdrafts
2
-
0
Trade creditors
102,211
220,402
Amounts owed to group undertakings
25,117,173
24,549,068
Other creditors
45,039,329
48,560,305
70,258,715
73,329,775

Included within other creditors is £38,038,191 (2023: £41,306,948 restated) due to Lustrum Investments Limited, of which management have identified the steps required to meet the repayment. However, some of these are contingent on other events. Any of the steps not occurring as anticipated could result in repayment not being made on time unless alternative funds are identified.

On 29 March 2019 a loan was acquired from SQIB Limited for £12,150,000, secured with a legal charge over David Salomons House, Tunbridge Wells. Interest is charged at 5% per annum. The full amount remains payable at the year end.

On 29 March 2019 two additional loans of £7,014,899 and £900,000 were acquired from SQIB Limited, attracting interest at 5% per annum. The loan of £7,014,899 has been partially repaid since issuance. The outstanding balance at year end amounts to £5,429,622 (2023: £5,958,503). No payments have been made against the £900,000 loan, and the full amount remains payable at the year end.

BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
13
Creditors: amounts falling due after more than one year
2024
2023
£
£
as restated
Other creditors
2,024,235
3,503,938

The above loan facility acquired from Hampshire Trust Bank PLC on 2 6 Ju ly 20 21 amounts to £4,386,000 and attracts fixed interest at 3.25% per annum. The loan is due to reach maturity on 26 July 2031.

14
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
8,326,150
8,326,150
8,326,150
8,326,150
15
Operating lease commitments
Lessor

At the reporting end date the company had contracted with tenants for the following minimum lease receipts:

2024
2023
£
£
389,392
314,592
16
Events after the reporting date

After the year end, the company sold a property on 20 May 2025 for proceeds of £800,000. The value of this property at the year end was £575,000.

17
Related party transactions
Transactions with related parties
Interest reversed
Interest charged
2024
2023
2024
2023
£
£
£
£
Other related parties
6,238,934
-
2,970,177
2,135,851

See note 6 of the financial statements for more detail of the interest charged and reversed in the period.

2024
2023
As restated
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
40,404,677
43,273,434
Other related parties
4,300,403
4,552,885
BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
17
Related party transactions
(Continued)
- 19 -

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
1,133,969
1,106,668
Other related parties
5,366,064
4,390,590

Entities with control, joint control or significant influence over the Company are Armatire Limited (Armatire Group), Tilborne Limited and Ozbury Limited, which together own SQIB Limited, 75%, 12.5% and 12.5% respectively. Bishops U.K. Limited has outstanding balances with these companies as well as their wholly owned subsidiaries. These balances are presented separately from other related party transactions to reflect the nature of the relationship and ownership structure. Transactions with these entities primarily relate to intercompany loans and cost allocations and were conducted on terms consistent with normal commercial arrangements.

Other related parties are 100% subsidiaries of 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 ultimate parent undertaking is PSC Nominee 4 Limited, as nominee for

PSC IV LP, PSC IV B LP and PSC IV (C) SCSp. The Company's ultimate controlling party are PSC IV LP,

PSC IV B LP and PSC IV (C) SCSp, funds managed by Pollen Street Capital Limited (a subsidiary of Pollen

Street Capital Holdings Limited).

No guarantees have been given or received.

18
Parent company

The immediate parent undertaking is SQIB Limited, a company registered in England and Wales. Copies of the immediate parent company's consolidated financial statements may be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent TN13 2QB.

SQIB Limited is the parent undertaking of the smallest group for which group accounts will be drawn up, and of which the company is a member. The registered office address of SQIB Limited, incorporated in England and Wales, is 45 Westerham Road, Sevenoaks, Kent, TN13 2QB.

The ultimate parent undertaking is Armatire Limited, which owns a 75% shareholding in SQIB Limited. Armatire Limited is a company registered in England and Wales, and represents the largest group for which consolidated accounts including 55VS No1 Limited are prepared. Copies of these financial statements may be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent TN13 2QB.

Armatire Limited is controlled by K R Spencer and A Spencer.

BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
19
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment at 1 Apr 2022
Adjustment at 31 Mar 2023
As restated at 31 Mar 2023
£
£
£
£
Assets
Debtors due after one year
46,705,475
-
(46,705,475)
-
0
Debtors due within one year
9,738,136
(1,285,495)
41,500,475
49,953,116
Creditors due within one year
Other creditors
(54,772,885)
(700,000)
(16,356,890)
(73,329,775)
Creditors due after one year
Other creditors
(29,696,742)
2,888,414
23,304,390
(3,503,938)
Capital and reserves
Profit and loss reserves
(18,752,028)
902,919
242,500
(17,606,609)
Total equity
Net liabilities
(3,547,596)
(902,919)
242,500
2,402,177
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 March 2023
£
£
£
Interest receivable and similar income
407,851
(55,000)
352,851
Interest payable and similar expenses
(3,680,019)
297,500
(3,382,519)
Loss for the financial period
(2,506,572)
242,500
(2,264,072)
Reconciliation of changes in equity
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
Reclassification of intercompany loans
3
-
-
Total adjustments
902,919
242,500
Equity as previously reported
(1,041,024)
(3,547,596)
Equity as adjusted
(138,105)
(2,402,177)
Analysis of the effect upon equity
Profit and loss reserves
902,919
1,145,419
BISHOPS U.K LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
19
Prior period adjustment
(Continued)
- 21 -
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
Reclassification of intercompany loans
3
-
Loss as previously reported
(2,506,572)
Loss as adjusted
(2,264,072)
Notes to reconciliation
1. Adjustment to related party loans

During the period, a reconciliation was undertaken of amounts paid by related parties on behalf of the Company 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 prior to 1 April 2022 and therefore have been reflected as a £1,500,000 debit to retained earnings arising from adjustments to the fair value of 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 million 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.

3. 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, and an increase in short‑term debtors and a decrease in long‑term debtors of £46,705,475.

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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