Company registration number 09940284 (England and Wales)
ARMATIRE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ARMATIRE LIMITED
COMPANY INFORMATION
Directors
K Spencer
M Brittain
Secretary
R Weeks
Company number
09940284
Registered office
45 Westerham Road
Bessels Green
Sevenoaks
Kent
TN13 2QB
Auditor
Mercer & Hole LLP
Trinity Court
Church Street
Rickmansworth
WD3 1RT
ARMATIRE LIMITED
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7
Directors' responsibilities statement
8
Independent auditor's report
9 - 12
Group profit and loss account
13
Group statement of comprehensive income
14
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
ARMATIRE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

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

Principal activities

The principal activity of Armatire Limited during the period was that of a group holding company. The principal activities of subsidiaries of Armatire Limited are as follows: 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.

Results and performance

The results for the year are set out on page 13 and show a loss before taxation for the year of £15,255,756 (2023: £22,667,1 44 (restated). The directors have not recommended a dividend.

The parent company results for the year show a loss after taxation of £10,822,416 (2023: £2,712,969).

The G roup results for the year are described below. The Group recognised a share of profit for the year of associated undertakings of £82,370 (2023: £441,979). The group’s total revenues have decreased to £30,211,543 from £33,235,076 in the prior year. Gross profit margins have decreased to 23.4% (2023: 29.4%).

The Group continues to make losses, although reduced losses compared to the prior period, and reports a loss before tax of £15,255,756 (2023: £22,667,1 44 (restated)). Results include a fair value unrealised loss on investment properties of £3,149,750 (2023: £7,541,420). The investment properties have been impaired to reflect their tenancies as at the date of signing this report. It is management’s intention to maximise the return on sale of any investment properties and sell with vacant possession. The vacant possession value is £68,905,000, which would result in a revaluation gain of £3,618,250.

Whilst turnover and gross profit have reduced slightly compared to the prior year, fair value losses on investment property and interest payable have both reduced significantly, resulting in a s malle r loss before taxation.

Management continue s to review the group’s cost bases and monitor where processes, centralisation and synergies can be utilised to generate cost savings. Jet Aircraft Limited and Zenith Aircraft Limited reported foreign exchange gains on translation of US Dollar aircraft loans of £24,514 and £19,376 respectively. Management have been utilising hedging techniques to mitigate the risk of the volatile USD exchange rates.

The group total comprehensive loss for the year was £15,768,075 (2023: £18,067,3 37) taking into account a loss of £466,988 (2023: £3,249,952 gain) as a movement in equity, due to a downwards revaluation on tangible fixed assets. As a result, the group is showing a shareholders’ deficit of £105,140,729 (2023: £93,539,133 restated) at 31 March 2024.

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

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 3 3 to the financial statements.

Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position are set out below, 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. 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. A t 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 are factors that affect property valuations and rental income streams such as high inflation and the cos- of-l iving crisis mentioned below. This would have an impact on Bewl Events & Waterpark Limited, Bishops UK Limited, Connect Centre Limited, Goswell Properties Limited and 55VS No 2 Limited and could affect revenue within Integra Property Management Limited.

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.

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

Economic conditions

The Consumer Prices Index (CPI) rose by 3.4% in the 12 months to December 2025. Persistent inflation and the rising cost of living are continuing to influence consumer spending behaviours, 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 Armatire subsidiary companies and this is expected to continue for the foreseeable future.

Interest rates and exchange rates

Several Armatire 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.

ARMATIRE 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.

Key performance indicators

The group closely monitors its performance against a series of measures on a monthly and ye ar-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.

| 202 4 | 202 3 (Restated)
| £ | £
Group turnover | 30,211,543 | 3 3,235,076
Group gross profit | 7,057,851 | 9,786,199
Group comprehensive loss | (15,768,075) | (18,067,337)

For the year ended 31 March 2024, the group’s gross profit percentage was 23.4% (2023: 29.4%).

| 202 4 | 202 3 (Restated)
| £ | £
Group net current liabilities | (195,382,544) | (176,590,987)
Group net liabilities | (105,140,729) | (93,539,133)

The group’s net liabilities have increased from the prior year by £11,601,596. Losses incurred by Armatire Limited, 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.

ARMATIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
Future outlook

Armatire 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.

Management decided to cease trading in One Media and Creative UK Limited as of April 2024, and as such that company is no longer a going concern.

On 2 September 2024, the Group completed t he 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.

ARMATIRE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -

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 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
31 March 2026
ARMATIRE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -

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 Spencer
M Brittain
Auditor

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

Statement of disclosure to auditor

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

Disclosure of information in the strategic report

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

Medium-sized companies exemption

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

On behalf of the board
M Brittain
Director
31 March 2026
ARMATIRE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -

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.

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

Qualified opinion

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

In our opinion, 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 group's and the parent company's affairs as at 31 March 2024 and of the 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.

In addition to the above, we were unable to obtain balance confirmations or legal documentation from third party debtors totalling £10,269,178 (further explained in note 19) as at 31 March 2024. Consequently, we were not able to satisfy ourselves by alternative procedures as to the existence and accuracy of these debtors included in the 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.

ARMATIRE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARMATIRE LIMITED
- 10 -

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 £15,255,756 (2023: £22,667,144 (restated)) during the year ended 31 March 2024. At 31 March 2024 the group had net current liabilities of £195,382,544 (2023: £176,590,987(restated)) and net liabilities of £105,140,729 (2023: £93,539,133(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.

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:

- T he 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.

ARMATIRE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARMATIRE LIMITED
- 11 -
Matters on which we are required to report by exception

In respect of the matters explained above for the limitation on our work relating to debtors amounting to £9,942 and creditors amounting to £2,996,631 and the documentation from third party debtors totalling £10,269,178:

- 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.

ARMATIRE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARMATIRE 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 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, Statutory Auditor
Chartered Accountants
Trinity Court
Church Street
Rickmansworth
WD3 1RT
31 March 2026
ARMATIRE LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
2024
2023
as restated
Notes
£
£
Turnover
3
30,211,543
33,235,076
Cost of sales
(23,153,692)
(23,448,877)
Gross profit
7,057,851
9,786,199
Administrative expenses
(12,421,710)
(13,269,779)
Other operating income
462,569
40,000
Bad and doubtful debts
(1,551,082)
-
Amounts written off loans to related parties
9
-
0
(2,867,043)
Share of profits of associates
82,370
441,979
Interest receivable and similar income
7
418,415
935,155
Interest payable and similar expenses
8
(7,060,746)
(10,192,235)
Fair value losses on investment properties
13
(3,149,750)
(7,541,420)
Gain on disposal of associate undertakings
14
128,380
-
0
Gain on disposal of subsidiary undertakings
27
777,947
-
Loss before taxation
(15,255,756)
(22,667,144)
Tax on loss
10
(45,331)
1,349,855
Loss for the financial year
26
(15,301,087)
(21,317,289)
Loss for the financial year is attributable to:
- Owners of the parent company
(12,943,186)
(17,161,362)
- Non-controlling interests
(2,357,901)
(4,155,927)
(15,301,087)
(21,317,289)
ARMATIRE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
2024
2023
as restated
£
£
Loss for the year
(15,301,087)
(21,317,289)
Other comprehensive income
Revaluation of tangible fixed assets
(466,988)
3,249,952
Total comprehensive income for the year
(15,768,075)
(18,067,337)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(13,293,427)
(14,723,898)
- Non-controlling interests
(2,474,648)
(3,343,439)
(15,768,075)
(18,067,337)
ARMATIRE LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 15 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
-
0
45,895
Negative goodwill
11
-
0
(1,311)
Net goodwill
-
44,584
Other intangible assets
11
11,175
6,212
Total intangible assets
11,175
50,796
Tangible assets
12
25,264,329
32,277,661
Investment properties
13
68,276,750
87,051,500
Investments
14
6,360,276
7,549,526
99,912,530
126,929,483
Current assets
Stocks
18
1,078,647
1,207,650
Debtors falling due after more than one year
19
32,907
16,504,827
Debtors falling due within one year
19
68,088,946
52,904,489
Cash at bank and in hand
3,782,365
1,390,212
72,982,865
72,007,178
Creditors: amounts falling due within one year
20
(268,365,409)
(248,598,165)
Net current liabilities
(195,382,544)
(176,590,987)
Total assets less current liabilities
(95,470,014)
(49,661,504)
Creditors: amounts falling due after more than one year
21
(5,524,761)
(39,356,675)
Provisions for liabilities
Deferred tax liability
23
4,145,954
4,520,954
(4,145,954)
(4,520,954)
Net liabilities
(105,140,729)
(93,539,133)
ARMATIRE LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
31 March 2024
2024
2023
as restated
Notes
£
£
£
£
- 16 -
Capital and reserves
Called up share capital
25
9,354
9,354
Revaluation reserve on investment properties
26
2,087,223
2,437,464
Capital contribution
26
4,946,149
-
0
Profit and loss reserves
26
(96,086,344)
(83,143,158)
Equity attributable to owners of the parent company
(89,043,618)
(80,696,340)
Non-controlling interests
(16,097,111)
(12,842,793)
(105,140,729)
(93,539,133)
The financial statements were approved by the board of directors and authorised for issue on 31 March 2026 and are signed on its behalf by:
31 March 2026
M Brittain
Director
ARMATIRE LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 17 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
19,991,014
28,699,748
Current assets
Debtors
19
4,513,784
5,396,652
Cash at bank and in hand
3,506,372
172,039
8,020,156
5,568,691
Creditors: amounts falling due within one year
20
(70,536,262)
(49,899,757)
Net current liabilities
(62,516,106)
(44,331,066)
Total assets less current liabilities
(42,525,092)
(15,631,318)
Creditors: amounts falling due after more than one year
21
-
(16,075,448)
Net liabilities
(42,525,092)
(31,706,766)
Capital and reserves
Called up share capital
25
9,354
9,354
Profit and loss reserves
26
(42,534,446)
(31,716,120)
Total equity
(42,525,092)
(31,706,766)

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 £10,818,326 (2023 - £2,712,969 loss).

The financial statements were approved by the board of directors and authorised for issue on 31 March 2026 and are signed on its behalf by:
31 March 2026
M Brittain
Director
Company registration number 09940284 (England and Wales)
ARMATIRE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
Notes
Share capital
Revaluation reserve
Capital contribution
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 April 2022
9,354
2,130,000
-
(69,388,985)
(67,249,631)
(9,015,084)
(76,264,715)
Effect of prior period adjustments
33
-
-
-
677,189
677,189
225,730
902,919
As restated at 1 April 2022
9,354
2,130,000
-
(68,711,796)
(66,572,442)
(8,789,354)
(75,361,796)
Year ended 31 March 2023:
Loss for the year as previously reported
-
-
-
(17,343,237)
(17,343,237)
(4,216,552)
(21,559,789)
Effect of prior period adjustments
33
181,875
181,875
60,625
242,500
Other comprehensive income:
Revaluation of tangible fixed assets
-
3,249,952
-
-
3,249,952
-
3,249,952
Amounts attributable to non-controlling interests
-
(812,488)
-
-
(812,488)
812,488
-
Total comprehensive income
-
2,437,464
-
(17,161,362)
(14,723,898)
(3,343,439)
(18,067,337)
Other movements
-
(2,130,000)
-
2,730,000
600,000
(710,000)
(110,000)
Balance at 31 March 2023 as restated
9,354
2,437,464
-
(83,143,158)
(80,696,340)
(12,842,793)
(93,539,133)
Year ended 31 March 2024:
Loss for the year
-
-
-
(12,943,186)
(12,943,186)
(2,357,901)
(15,301,087)
Other comprehensive income:
Revaluation of tangible fixed assets
-
(466,988)
-
-
(466,988)
-
(466,988)
Amounts attributable to non-controlling interests
-
116,747
-
-
116,747
(116,747)
-
Total comprehensive income
-
(350,241)
-
(12,943,186)
(13,293,427)
(2,474,648)
(15,768,075)
Capital contribution
-
-
4,946,149
-
4,946,149
-
4,946,149
Disposal of subsidiary
-
-
-
-
-
(779,670)
(779,670)
Balance at 31 March 2024
9,354
2,087,223
4,946,149
(96,086,344)
(89,043,618)
(16,097,111)
(105,140,729)
ARMATIRE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
9,354
(29,003,151)
(28,993,797)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
(2,712,969)
(2,712,969)
Balance at 31 March 2023
9,354
(31,716,120)
(31,706,766)
Year ended 31 March 2024:
Profit and total comprehensive income
-
(10,818,326)
(10,818,326)
Balance at 31 March 2024
9,354
(42,534,446)
(42,525,092)
ARMATIRE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
4,774,770
5,966,942
Interest paid
(2,552,451)
(7,402,728)
Income taxes paid
-
0
(18,789)
Net cash inflow/(outflow) from operating activities
2,222,319
(1,454,575)
Investing activities
Purchase of intangible assets
(6,769)
(6,900)
Purchase of tangible fixed assets
(344,039)
(839,165)
Proceeds from disposal of tangible fixed assets
6,282,561
13,560
Purchase of investment property
-
(22,920)
Proceeds from disposal of investment property
7,275,000
14,023,600
Proceeds from disposal of subsidiaries, net of cash disposed
5,953,884
-
Proceeds from disposal of associates
1,400,000
-
Interest received
46,061
853,206
Net cash generated from investing activities
20,606,698
14,021,381
Financing activities
Repayment of borrowings
-
(3,819,946)
Repayment of bank loans
(20,436,864)
(10,349,882)
Net cash used in financing activities
(20,436,864)
(14,169,828)
Net increase/(decrease) in cash and cash equivalents
2,392,153
(1,603,022)
Cash and cash equivalents at beginning of year
1,390,212
2,993,234
Cash and cash equivalents at end of year
3,782,365
1,390,212
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
1
Accounting policies
Company information

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

The group consists of Armatire Limited and all of its subsidiaries as outlined in note 15.

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

Reduced disclosures

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

- 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.

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

All financial statements are made up to 31 March 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.

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

1.4
Going concern

The group mad a loss before taxation of £15,255,756 (2023: £22,667,144 (restated)). At 31 March 2024 the group had net current liabilities of £195,382,544 (2023: £176,590,987 (restated)) and net liabilities of £105,140,729 (2023: £93,539,133 (restated)) which included £151,541,304 (2023: £152,559,515) owed to related parties and £53,538,272 (2023: £53,321,625) owed from related parties.

At 31 March 2024, the company had net current liabilities of £62,516,106 (2023: £44,331,066) and net liabilities of £42,525,092 (2023: £31,706,766) at 31 March 2024 which included £54,121,732 (2023: £46,757,940) owed to group companies and other related parties and £1,463,287 (2023: £1,456,395) owed from group companies and other related parties.

At the date the accounts were approved, the Group was no longer in breach of any loan covenants in relation to the external bank loan of £66,245,182 as explained in note 20. 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 £114,840,553 due to a related party. This facility was extended with revised terms such that it is now repayable in full in July 2029. Although the facility retains a repayable-on-demand clause, it is not expected to be enforced, given the unique nature of the underlying related party arrangements.

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

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 2. In response, a number of cost-reduction measures have been implemented to improve operational efficiency and profitability.

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 Armatire 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 shareholder has 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.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 24 -
1.5
Turnover

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

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

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

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

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

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

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

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

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

1.6
Intangible fixed assets - goodwill

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

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

1.7
Intangible fixed assets other than goodwill

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

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

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

Website
33% straight line
1.8
Tangible fixed assets

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

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

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

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

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

1.9
Investment property

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

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.

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

1.12
Stocks

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

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

1.13
Cash and cash equivalents

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

1.14
Financial instruments

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

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

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

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 27 -
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.

Other financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future 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.

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

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
Foreign exchange

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

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

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

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

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

Critical judgements

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

Valuation of investment properties

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

Carrying value of investments in subsidiaries and goodwill

The recoverable amount of goodwill and investments in subsidiaries is based on value in use which requires estimates in respect of the allocation of goodwill to cash generating units within each subsidiary undertaking, and associated forecast income and expenditure. Management prepare regular forecasts and utilise these to determine the presence of impairment factors which would impact the carrying value of goodwill or investments in subsidiaries. During the year, the company incurred an impairment loss relating to investment in subsidiaries of £8,708,734 (2023: £2,358,919).

Recoverability of amounts due from group and related parties

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

Recoverability of other debtors

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

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Property development, investment and management
9,120,201
10,001,055
Jet investment and charter service
13,254,787
15,677,765
Provision of hotel accommodation, venue hire and food and drink
5,022,775
4,876,755
Rental income
1,862,020
1,528,899
Advertising, publishing and PR services
360,575
420,994
Pawnbrokers
591,185
729,608
30,211,543
33,235,076
2024
2023
£
£
Other revenue
Interest income
418,415
935,155
Included in other operating income:
Investment profit share income
55,140
40,000
Insurance claim
407,429
-
462,569
40,000

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

4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(15,274)
705,203
Depreciation of owned tangible fixed assets
1,798,159
1,961,442
Profit on disposal of tangible fixed assets
(1,224,333)
-
Amortisation of intangible assets
47,700
276,070
Release of negative goodwill
(1,311)
(2,107)
Operating lease charges
537,669
414,533

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

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
22,460
21,600
Audit of the financial statements of the company's subsidiaries
168,640
201,255
191,100
222,855
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
5
Auditor's remuneration
(Continued)
- 31 -
For other services
Taxation compliance services
39,430
35,925
All other non-audit services
39,330
39,050
78,760
74,975
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
63
64
-
-
Catering and hospitality staff
97
100
-
-
Administrative staff
66
61
-
-
Retail and hospitality staff
12
12
-
-
Total
238
237
0
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
8,022,229
7,559,122
-
0
-
0
Social security costs
873,416
811,457
-
-
Pension costs
446,201
393,334
-
0
-
0
9,341,846
8,763,913
-
0
-
0

The average number of persons employed by the company during the year, including the director s, amounted to nil (2023: nil). The aggregate payroll costs incurred during the period was £nil (2023: £nil).

During the period the director s received no remuneration in respect of qualifying services (2023: none).

7
Interest receivable and similar income
2024
2023
£
£
as restated
Interest income
Interest on bank deposits
8,528
7,988
Other interest income
409,887
927,167
Total income
418,415
935,155
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
7
Interest receivable and similar income
(Continued)
- 32 -
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
8,528
7,988
8
Interest payable and similar expenses
2024
2023
£
£
as restated
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
6,432,207
7,337,498
Other interest on financial liabilities
628,539
2,854,737
7,060,746
10,192,235

During the year, the terms of an interest bearing loan with a related party were modified to reduce the interest payable of 6% to nil, with retrospective application. As a result, all interest previously accrued up to 31 March 2024 has been reversed resulting in a credit to a capital contribution reserve of £4.9m.

9
Amounts written off
2024
2023
£
£
Amounts written off: debtors with related party
-
(2,867,043)
-
(2,867,043)
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
9,500
436
Adjustments in respect of prior periods
(206)
-
0
Total UK current tax
9,294
436
Foreign current tax on profits for the current period
13,604
6,839
Adjustments in foreign tax in respect of prior periods
397,433
-
0
Total current tax
420,331
7,275
Deferred tax
Origination and reversal of timing differences
(375,000)
(1,357,130)
Total tax charge/(credit)
45,331
(1,349,855)
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Taxation
(Continued)
- 33 -

The actual charge/(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
as restated
£
£
Loss before taxation
(15,255,756)
(22,667,144)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(3,813,939)
(4,306,757)
Tax effect of expenses that are not deductible in determining taxable profit
1,029,077
777,400
Gains not taxable
713,511
-
0
Tax effect of utilisation of tax losses not previously recognised
(1,751,690)
2,966,339
Change in unrecognised deferred tax assets
3,637,125
74,108
Adjustments in respect of prior years
397,433
(532,897)
Effect of change in corporation tax rate
-
(23,579)
Group relief
(178,422)
(114,141)
Permanent capital allowances in excess of depreciation
63,809
-
Depreciation on assets not qualifying for tax allowances
-
0
8,754
Other permanent differences
865
33,402
Chargeable gain
(31,845)
(184,156)
Associates result reported net of tax
(20,593)
(48,328)
Taxation charge/(credit)
45,331
(1,349,855)

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

Deferred tax assets not recognised relating to trading losses brought forward in currently loss making subsidiary entities. At the year end, these losses total £16,788,713.

11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Website
Total
£
£
£
£
Cost
At 1 April 2023
18,550,235
(16,217)
61,907
18,595,925
Additions - internally developed
-
0
-
0
6,768
6,768
At 31 March 2024
18,550,235
(16,217)
68,675
18,602,693
Amortisation and impairment
At 1 April 2023
18,504,340
(14,906)
55,695
18,545,129
Amortisation charged for the year
45,895
(1,311)
1,805
46,389
At 31 March 2024
18,550,235
(16,217)
57,500
18,591,518
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Intangible fixed assets
(Continued)
- 34 -
Carrying amount
At 31 March 2024
-
0
-
0
11,175
11,175
At 31 March 2023
45,895
(1,311)
6,212
50,796
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
F&F, P&M and Hotel Equipment
Office and IT equipment
Total
£
£
£
£
£
£
Cost
At 1 April 2023
10,228,720
7,212,537
3,053,016
23,094,773
138,082
43,727,128
Additions
-
0
-
0
53,709
244,531
45,799
344,039
Disposals
-
0
-
0
(547,019)
(8,653,979)
(12,774)
(9,213,772)
Revaluation
-
0
(550,000)
-
0
-
0
-
0
(550,000)
At 31 March 2024
10,228,720
6,662,537
2,559,706
14,685,325
171,107
34,307,395
Depreciation and impairment
At 1 April 2023
1,436,484
322,537
1,950,616
7,684,077
55,753
11,449,467
Depreciation charged in the year
205,902
83,012
433,995
1,045,805
29,445
1,798,159
Eliminated in respect of disposals
-
0
-
0
(547,019)
(3,563,523)
(11,006)
(4,121,548)
Revaluation
-
0
(83,012)
-
0
-
0
-
0
(83,012)
At 31 March 2024
1,642,386
322,537
1,837,592
5,166,359
74,192
9,043,066
Carrying amount
At 31 March 2024
8,586,334
6,340,000
722,114
9,518,966
96,915
25,264,329
At 31 March 2023
8,792,236
6,890,000
1,102,400
15,410,696
82,329
32,277,661
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.

The historical cost of the freehold land and building is £3,249,220 (2023: £3,249,220).

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 35 -
13
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 April 2023
87,051,500
-
Disposals
(15,625,000)
-
Net gains or losses through fair value adjustments
(3,149,750)
-
At 31 March 2024
68,276,750
-

The company has no freehold investment properties.

During the year, Gerald Eve performed Red Book valuations on £8,356,750 of the investment property portfolio. Carter Jonas performed Red Book valuations on £32,420,000 and desktop valuations on £27,500,000 of the investment properties. The valuations are based on the existing tenancies at the balance sheet date.

The directors have represented that they have historically sold properties on a vacant possession basis and will continue to do so in the future. If the properties were valued on a vacant possession basis it would be valued at £68,905,000 with an uplift of £3,618,250 to the value of the property with a corresponding unrealised gain recognised in the income statement.

Overall this resulted in an overall fair value loss of £3,149,750 (2023: £7,541,420) in the year.

14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
13,630,814
22,339,548
Investments in associates
-
0
1,189,250
-
0
-
0
Unlisted investments
6,360,276
6,360,276
6,360,200
6,360,200
6,360,276
7,549,526
19,991,014
28,699,748
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
14
Fixed asset investments
(Continued)
- 36 -
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2023
1,189,250
6,360,276
7,549,526
Share of associate profits
82,370
-
82,370
Disposals
(1,271,620)
-
(1,271,620)
At 31 March 2024
-
6,360,276
6,360,276
Carrying amount
At 31 March 2024
-
6,360,276
6,360,276
At 31 March 2023
1,189,250
6,360,276
7,549,526

Shares in associates

The group held a 30% interest in RQ Capital Limited (303 ordinary shares of 10p each), an entity registered in the UK that provides property development and bridging loans. This was disposed of during the year for proceeds of £1,400,000, generating a gain on sale of £128,380.

Other investments

The company holds investments in unquoted equity instruments which are held for long‑term investment purposes. No impairment losses were recognised during the year.

Included in other investments is an amount totalling £6,360,200 which relates to the shares in a related party.

Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2023 and 31 March 2024
22,339,548
6,360,200
28,699,748
Impairment
At 1 April 2023
-
-
-
Impairment losses
8,708,734
-
8,708,734
At 31 March 2024
8,708,734
-
8,708,734
Carrying amount
At 31 March 2024
13,630,814
6,360,200
19,991,014
At 31 March 2023
22,339,548
6,360,200
28,699,748
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 37 -
15
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Cadogan Holdings Limited
2)
Holding company
24,233,010 ordinary shares of £1 each
100.00
-
SQIB Limited
1)
Group investment and holding company
6,253,817 Ordinary A shares of £1 each
75.00
-
VS 109 Limited
1)
Property investment and development
1 ordinary share of £1 each
100.00
-
VS 203 Limited
1)
Property investment and development
1 ordinary share of £1 each
100.00
-
VS 403 Limited
1)
Property investment and development
1 ordinary share of £1 each
100.00
-
VS 602 Limited
1)
Property investment and development
1 ordinary share of £1
100.00
-
Zenith Property Holdings Limited
2)
Property holding and investment company
100 ordinary shares of £1 each
100.00
-
Zenith Longford Investments Limited
3)
Property holding and investment company
100 ordinary shares of £1 each
100.00
-
Bewl Events & Waterpark Limited
1)
Property investment and development
100 ordinary shares of £1 each
0
75.00
Bishops UK Limited
1)
Property investment and development
8,326,150 ordinary shares of £1 each
0
75.00
Connect Centre Limited
1)
Property investment and development
1 ordinary share of £1 each
0
75.00
Integra Property Management Limited
1)
Property management
1,200 ordinary shares of £1 each
0
75.00
Jeensbannet Investments Limited
1)
Property investment and development
300 ordinary shares of £1 each
0
100.00
The Air Charter Club Limited (Formerly Jet Aircraft Limted)
1)
Jet aircraft investment
1 ordinary share of £1 each
0
75.00
Salomons UK Limited
1)
Provision of hotel accommodation, venue hire and food and beverage
1,000 ordinary shares of £1 each
0
75.00
55 VS No 1 Limited
1)
Property investment and development
1 ordinary share of £1 each
0
75.00
Zenith Aircraft Limited
1)
Jet aircraft investment
4 ordinary shares of £1 each
0
75.00
Zenith Aviation Limited
1)
Bespoke charter aircraft service
1 ordinary share of £1 each
0
75.00
55 VS No 2 Limited
1)
Property investment and development
1 ordinary share of £1 each
0
75.00
55 VS HL N1 Limited
1)
Dormant company
1 ordinary share of £1 each
0
75.00
55 VS HL N2 Limited
1)
Dormant company
1 ordinary share of £1 each
0
75.00
55 VS UL N1 Limited
1)
Dormant company
1 ordinary share of £1 each
0
75.00
55 VS UL N2 Limited
1)
Dormant company
1 ordinary share of £1 each
0
75.00
E.J.Markham & Son Limited
1)
Pawnbrokers
6627 ordinary shares of £1 each
0
75.00
One Media and Creative UK Limited
1)
Provision of advertising, publishing and PR services
10,000 ordinary shares of £0.01 each
0
75.00
Lustrum Investments Limited
1)
Loan investment company
750 Ordinary shares of £1 each
75.00
-
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Subsidiaries
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 38 -
Presence & co. Estate Agents Limited (formerly IPM Residential and Commercial Lettings Limited)
1)
Property management
1 Ordinary share of £1 each
0
75.00
Zenith Strutton Ground Property Limited
3)
Property investment and development
Ordinary share capital
0
75.00
Zenith Strutton Ground Holdings Limited
3)
Property investment and development
Ordinary share capital
0
75.00

Registered office addresses (all UK unless otherwise indicated):

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

The company being the ultimate parent company of the following subsidiaries has decided to take the exemption from audit for the year ended 31 March 2024 under sections 479A and 479C of the Companies Act 2006 and the company will provide a guarantee for all the liabilities of these subsidiaries as at 31 March 2024:

- Presence & Co. Estates Agents Limited (formerly IPM Residential and Commercial Lettings Limited) - Company number: 14354087

- The Air Charter Club (formerly Jet Aircraft Limited) - Company number: 08642505

- Zenith Aircraft Limited - Company number: 10253224

- 55VS No2 Limited - Company number: 08773993

- VS109 Limited - Company number: 10001460

- VS203 Limited - Company number: 10001583

- VS403 Limited - Company number: 10001491

- Jeensbannet Investments Limited - Company number: 00802189

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
1st Floor Cordy House, 87-95 Curtain Road, London, EC2A 3BS
Property investment
Ordinary
20.00
Rothbury Road Limited
1st Floor Cordy House, 87-95 Curtain Road, London, EC2A 3BS
Property investment
Ordinary
18.00
The aggregate capital and reserves and the profit for the year of the undertakings noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
32/34 Eagle Wharf Road Limited
(681,233)
5,074,709
Rothbury Road Limited
(27,180)
329,445

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. 32/34 Eagle Wharf Road Limited is not accounted for as an associated undertaking because the group is not in a position to exercise significant influence.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 39 -
17
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
77,650,310
73,425,285
n/a
n/a
Equity instruments measured at cost less impairment
6,360,276
6,360,276
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
159,006,490
294,810,787
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.

18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Food and drink
13,968
7,184
-
-
Aviation consumables
365,641
497,696
-
-
Finished goods and goods for resale
699,038
702,770
-
0
-
0
1,078,647
1,207,650
-
-
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 40 -
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
as restated
Trade debtors
1,320,768
1,420,468
-
0
-
0
Corporation tax recoverable
33,987
33,924
-
0
-
0
Amounts owed by group undertakings
-
-
2,664,049
3,640,742
Other debtors
64,680,851
49,358,853
1,849,735
1,749,910
Prepayments and accrued income
2,037,637
2,075,323
-
0
6,000
68,073,243
52,888,568
4,513,784
5,396,652
Deferred tax asset (note 23)
15,703
15,921
-
0
-
0
68,088,946
52,904,489
4,513,784
5,396,652
Amounts falling due after more than one year:
Corporation tax recoverable
32,907
349,358
-
0
-
0
Other debtors
-
0
16,155,469
-
0
-
0
32,907
16,504,827
-
-
Total debtors
68,121,853
69,409,316
4,513,784
5,396,652

Included in other debtors disclosed above are amounts of £36,371,356 (2023: £53,331,625) owed by related parties. The companies are related by virtue of being under common control of the directors.

Included within Other Debtors is an amount of £10,269,178 owed by third parties. The shareholders have provided a signed legal documentation confirming that, in the event the debt is not recoverable, the shareholders have agreed to repay bad debts. Under the terms of an existing investment agreement with a related party who the company owes £114,840,553 as included in other borrowings, amounts due become payable to the shareholders upon an exit event (such as the sale of the Armatire group or public offering), and any such unrecoverable amounts will be offset against proceeds of the sale to the shareholders accordingly.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 41 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
as restated
Bank loans
22
100,909,429
82,516,858
16,075,448
2,800,000
Other borrowings
22
114,840,553
122,199,745
-
0
-
0
Trade creditors
4,305,317
4,041,012
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
25,882,258
21,977,701
Corporation tax payable
49,123
39,623
-
0
-
0
Other taxation and social security
847,507
740,344
-
-
Other creditors
44,179,715
36,116,516
28,487,604
25,005,212
Accruals and deferred income
3,233,765
2,944,067
90,952
116,844
268,365,409
248,598,165
70,536,262
49,899,757

Included within bank loans is a loan held by SQIB Limited of £66,245,182 (2023: £68,621,715), which is repayable by 31 December 2029. Interest is charged at Bank Rate plus 4% per annum and the loan is repayable in quarterly instalments. The loan is secured by fixed and floating charges over the assets of the company and the group and subject to loan covenants which were breached during the current and prior year.

In the prior year, there was an amount due to Paragon Business Finance Plc of £3,389,146 which is £nil in the current year.

Included within bank loans and overdrafts at 31 March 2024 was an amount of £4,391,137 (2023: £3,491,100) due in less than one year to Hampshire Trust Bank Plc. The loan is secured by a registered charge over the investment property and bank accounts of VS 109 Limited, VS 203 Limited and VS 403 Limited and bears interest at 3.99% per annum. The subsidiary was in breach of its loan covenants both during the year and at the reporting date, resulting in the loan being reclassified from non‑current to current.

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 and overdrafts
22
5,524,726
35,846,112
-
0
16,075,448
Other creditors
35
3,510,563
-
0
-
0
5,524,761
39,356,675
-
0
16,075,448
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
21
Creditors: amounts falling due after more than one year
(Continued)
- 42 -

D uring the year ended 31 March 2020, a bank loan was obtained by the Company for £16,000,000. As part of this agreement Credit Suisse held a charge over the investment property within Jeensbannet Investments Limited. This amount was settled during the year.

Included in bank loans and overdrafts due as at 31 March 2024 was an amount due after more than one year of £3,550,466 (2023: £4,535,664) held with Lombard North Central Plc. Zenith Aircraft is committed to repay the aggregate of US Libor 2%, per quarter, on outstanding loan value. There is a registered charge over the plant and machinery held by Zenith Aircraft Limited in favour of Lombard North Central Plc.

Included in bank loans and overdrafts due as at 31 March 2024 was an amount due after more than one year of £nil (2023: £3,389,147) held with Paragon Business Finance Plc. There are registered charges over the plant and machinery. As part of the term for this loan, K R Spencer has provided a personal guarantee.

22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
as restated
Bank loans
106,434,155
118,362,970
16,075,448
18,875,448
Loans from related parties
114,840,553
122,199,745
-
0
-
0
221,274,708
240,562,715
16,075,448
18,875,448
Payable within one year
215,749,982
204,716,603
16,075,448
2,800,000
Payable after one year
5,524,726
35,846,112
-
0
16,075,448
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
15,921
Revaluations on investment property
4,144,146
4,519,146
-
-
Other timing differences
1,808
1,808
-
-
4,145,954
4,520,954
15,703
15,921
The company has no deferred tax assets or liabilities.
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
23
Deferred taxation
(Continued)
- 43 -
Group
Company
2024
2024
Movements in the year:
£
£
Net deferred tax liability at 1 April 2023
4,505,033
-
Credit to profit or loss
(375,000)
-
Transfer on disposal
218
-
Net deferred tax liability at 31 March 2024
4,130,251
-
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
446,201
393,334

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 shares of £1 each
9,354
9,354
9,354
9,354

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

26
Reserves

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

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

The capital contribution reserve comprises non‑repayable contributions made by shareholders which do not form part of share capital.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 44 -
27
Disposals

On 12 July 2023 the group disposed of its 75% holding in Goswell Properties Limited. Included in these financial statements are profits of £777,947 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
(20,008)
3,118,681
NCI share of net assets at disposal
(779,670)
Gain on disposal
777,947
Total consideration
3,116,958
The consideration was satisfied by:
£
Cash
3,116,958

On 13 June 2023 the group disposed of its 100% holding in Zenith (International) Investments Limited. Included in these financial statements are profits of £14,883 arising from the company's interests in Zenith (International) Investments Limited up to the date of its disposal.

Net assets disposed of
£
Property, plant and equipment
33,996
Investment property
5,250,000
Trade and other receivables
52,262
Trade and other payables
(71,375)
5,264,883
Loss on disposal
(14,883)
Total consideration
5,250,000
The consideration was satisfied by:
£
Cash
2,836,957
Promissory loan note
2,413,043
5,250,000
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 45 -
28
Operating lease commitments

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

Group
Company
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
1,504,726
-
-
1,953,026
2,259,901
-
-
Lessor

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
691,434
385,339
-
-
Between two and five years
182,600
61,000
-
-
874,034
446,339
-
-
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 46 -
29
Events after the reporting date

A group subsidiary, 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 or subsidiaries in the Armatire Group.

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.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 47 -
30
Related party transactions
Transactions with related parties

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

2024
2023
£
£
Key management personnel
Rent Management fee income
3,749
3,487
Other fee income
446,876
323,862
2024
2023
£
£
Other related parties
Rent invoiced
-
-
Rent management fee income
99,690
28,305
Other fee income
1,181,762
319,548
Expenditure recharged
893,150
1,300,719
Provision of consultancy services
-
27,905
Accomodation, room and venue hire
18,869
-
Payroll costs paid on behalf of other related parites
5,305
-
Recharge of staff costs and meeting rooms
303,585
371,732
Recharge of hotel expenses
-
182,784
Income from charter flight services
-
391,893
Service and facilities charge
5,983,650
2,311,273
Income from advertising
1,040
3,710
Provision of hospitality
153,511
87,463
Rent management fee income is received from the landlords of properties managed by the group. Other fee income represents fees charged for services provided to the tenants of properties managed on behalf of the landlords.
Recharged staff and related costs
(1,340)
(40,553)
Recharged telephone and printing costs
(590)
(77)
Recharge of credit cards for hotel / Bewl water expenses
(76,727)
(24,003)
Purchase of advertising and marketing services
(1,000)
(7,759)
Staff costs and meeting rooms recharged
(1,657)
(413)
Purchase of office equipment
-
(4,935)
Purchase of insurance cover
-
(122,596)
Purchase of gifts
(788)
-
Purchase of uniforms and decorations
(3,270)
-
Insurance costs
(516,560)
(13,132)
Purchase of IT/Telecommunications
-
(3,525)
Consultancy fees
-
(7,145)
Reimbursed expenses
(37,741)
(1,454)
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
30
Related party transactions
(Continued)
- 48 -
Purchase of hotel equipment
(15,247)
(40,131)
Recharges incurred
(57)
-
Rents and rates
(72,299)
-
Motor costs
(105,582)
-

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Key management personnel
7,367,414
3,904,818
Other related parties
144,200,234
148,654,697
Company
Entities over which the company has control, joint control or significant influence
25,882,258
21,977,701
Key management personnel
6,507,684
3,117,841
Other related parties
21,731,790
21,662,398

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Key management personnel
187,835
179,058
Other related parties
49,393,897
53,152,567
Company
Entities over which the company has control, joint control or significant influence
2,664,048
1,441,543
Other related parties
21,744
14,852
Other information

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

Included within bank loans are amounts of £29,582,982 (2023: £30,787,288). Under the terms of these bank loans, K R Spencer is a guarantor up to a maximum liability of £13,244,122 (2023: £17,834,538).

The amounts outstanding are unsecured, non-interest bearing and will be settled in cash. No guarantees have been given or received. A bad debt expense of £nil (2023: £2,867,043) has been recognised in the year in respect of bad debts from related parties.

ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 49 -
31
Cash generated from group operations
2024
2023
as restated
£
£
Loss after taxation
(15,301,087)
(21,317,289)
Adjustments for:
Share of results of associates and joint ventures
(82,370)
(441,979)
Taxation charged/(credited)
45,331
(1,349,855)
Finance costs
7,060,746
10,192,235
Investment income
(418,415)
(935,155)
Gain on disposal of tangible fixed assets
(1,224,333)
-
Fair value loss on investment properties
3,149,750
7,541,420
Amortisation and impairment of intangible assets
46,389
273,963
Depreciation and impairment of tangible fixed assets
1,798,159
1,961,442
Other gains and losses
(891,446)
-
Amounts written off loans with related parties
-
2,867,043
Movements in working capital:
Decrease/(increase) in stocks
129,003
(208,434)
Decrease in debtors
1,328,279
17,828,493
Increase/(decrease) in creditors
9,134,764
(10,444,942)
Cash generated from operations
4,774,770
5,966,942
32
Analysis of changes in net debt - group
1 April 2023
Cash flows
31 March 2024
as restated
£
£
£
Cash at bank and in hand
1,390,212
2,392,153
3,782,365
Borrowings excluding overdrafts
(240,562,715)
19,288,007
(221,274,708)
(239,172,503)
21,680,160
(217,492,343)
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 50 -
33
Prior period adjustment - Group
Changes to the balance sheet - group
As previously reported at 31 Mar 2023
Adjustment at 1 Apr 2022
Adjustment at 31 Mar 2023
As restated at 31 Mar 2023
£
£
£
£
Current assets
Debtors due within one year
59,394,984
(6,435,495)
(55,000)
52,904,489
Creditors due within one year
Loans and overdrafts
(203,216,603)
(1,500,000)
-
(204,716,603)
Other creditors
(49,051,595)
5,950,000
-
(43,101,595)
Creditors due after one year
Other creditors
(6,696,477)
2,888,414
297,500
(3,510,563)
Net assets
(94,684,552)
902,919
242,500
(93,539,133)
Capital and reserves
Profit and loss reserves
(86,970,661)
677,189
(193,125)
(86,486,597)
Balance sheet suspense
(10,160,709)
225,730
435,625
(9,499,354)
Total equity
(94,684,552)
902,919
242,500
(93,539,133)
Changes to the profit and loss account - group
As previously reported at 31 Mar 2023
Adjustment
As restated
Period ended 31 March 2023
£
£
£
Interest receivable and similar income
990,155
(55,000)
935,155
Interest payable and similar expenses
(10,489,735)
297,500
(10,192,235)
Loss after taxation
(21,559,789)
242,500
(21,317,289)
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)
(1,500,000)
Adjustment to third party loans
2
2,402,919
2,645,419
Total adjustments
902,919
1,145,419
Equity as previously reported
(76,264,715)
(94,684,552)
Equity as adjusted
(75,361,796)
(93,539,133)
Analysis of the effect upon equity
Profit and loss reserves
677,189
484,064
ARMATIRE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
33
Prior period adjustment - Group
(Continued)
- 51 -
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
(21,559,789)
Loss as adjusted
(21,317,289)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(2,712,969)
Loss as adjusted
(2,712,969)
Notes to reconciliation
1. Adjustment to related party loans

During the period, a reconciliation of amounts paid by related parties on behalf of the a subsidiary to a property developer were misallocated and were incorrectly omitted from the subsidiary's accounts as a property cost. The costs incurred related to multiple properties held by the subsidiary and have therefore been reflected as debit to equity rather than allocated to a specific property held by the company.

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.

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