The directors present the strategic report for the year ended 31 March 2025.
The results for the year are set out on page 10 and show a loss before taxation of the year of £671,427 (2024: £443,256). The directors have not recommended a dividend.
Turnover increased to £5,471,844 from £5,261,200 in the prior year. Management’s continued focus on controls over cost of sales supported a stable gross profit margin of 75.90% (2024: 74.93%). Gross profit for the year was £4,153,284 (2024: £3,942,480). Ongoing review of the cost base remains a priority, with management monitoring where process improvements, centralisation and operational synergies can generate efficiencies. Administrative expenses decreased from £5,159,406 in the prior year to £4,824,711.
Further commentary on the company’s financial performance is set out in the Key Performance Indicators section, which summarises turnover, gross profit and operating profit/(loss). During the year, trading was influenced by continued inflationary pressures across labour, utilities and supplier costs, alongside a value‑conscious consumer backdrop, and management’s focus remained on driving revenue, maintaining service standards and protecting margins through active cost management and targeted marketing.
The company operates across four divisions: Salomons Estate, Bewl Water, the aqua park (located at Bewl Water) and the “Christmas at Bewl Water” seasonal attraction.
Set within 36 acres of landscaped gardens, ancient woodland and lakes, Salomons Estate is a landmark hospitality and events venue in Kent. The Estate’s principal revenue streams comprise office rental income, visitor accommodation, food and beverage operations across the restaurant and bar, and private events. The venue accommodates weddings, conferences and live performances, including outdoor and marquee formats and a 230-seat theatre. Benefitting from strong transport links close to the M25, together with ample parking and on-site facilities, management continues to invest in targeted sales and marketing activity to maximise utilisation across the Estate’s spaces.
The wider UK hospitality market continued to operate in a challenging trading environment during the year ended 31 March 2025, with inflationary pressures impacting labour, energy and key supply costs and placing sustained pressure on operating margins. Consumers remained value‑conscious as household budgets were affected by the cost‑of‑living and higher interest rates, requiring operators to balance pricing discipline with demand stimulation. In this context, management has remained focused on cost control, yield management and targeted marketing activity to protect profitability while maintaining service standards.
Bewl Water is an 800-acre parkland destination, open year-round, set around the largest reservoir in the South East and offering extensive outdoor recreation, woodland trails and waterside experiences. The site generates income through a mix of admissions-related activities and on-site trading, including the waterfront café, car parking, fishing permits, camping, children’s soft play, cycle hire and water activities such as pedalos. |
As an outdoor-led leisure attraction, Bewl Water’s profitability is sensitive to weather conditions, particularly during peak trading periods, which can affect visitor volumes and secondary spend across food and beverage and activity hire. To help mitigate this volatility, management continues to broaden the annual calendar of programmed and seasonal events, alongside targeted promotions, with the aim of driving visits beyond fair-weather days and supporting a more consistent trading profile across the year.
Bewl Water also operates an outdoor, floating inflatable aqua park, providing an additional waterside activity and a key contributor during the peak summer trading period. The attraction remains popular with families and groups, and management continues to invest in new features and obstacles to refresh the experience and support repeat visitation. As a weather‑dependent outdoor activity, performance can be impacted by adverse conditions which may reduce visitor numbers and operating days; accordingly, the business continues to focus on forward bookings, targeted promotions and a broader programme of seasonal activity to help smooth demand and maximise utilisation when conditions allow. |
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The “Christmas at Bewl Water” experience recorded a small loss in its first year of operation; however, it successfully established the event proposition and built strong local and regional awareness. The attraction has since expanded in both scale and visitor numbers, supported by repeat attendance, broader marketing reach and positive word‑of‑mouth, and years two and three generated profits. Management continues to refine the visitor journey each year by enhancing the programme, increasing capacity where appropriate and maintaining disciplined cost control, with the aim of supporting sustainable growth while protecting the overall customer experience.
As a result of the loss before taxation for the year of £671,427, the company is showing a shareholders deficit of £22,582,827 (2024: 21,911,400) at 31 March 2025.
Going concern
The financial statements have been prepared on the going concern basis as the director and shareholder, K R Spencer, has undertaken to provide financial support, as required, to enable the company to continue to trade for a period of at least twelve months from the date of approval of these statements.
Should the company be unable to meet its liabilities as they fall due, adjustments would have to be made to reduce the value of assets to their recoverable amounts and to provide for any further liabilities as they arise. This therefore gives rise to a material uncertainty in respect of going concern within these financial statements.
The principal risks and uncertainties that could affect the company’s future performance and position are set out below.
The Board recognises that effective risk management is essential to protecting performance and supporting long‑term sustainability. The principal risks and uncertainties are kept under review and, where appropriate, mitigating actions are implemented through management oversight, policies and internal controls. The principal risks and uncertainties identified by the directors include:
Trading conditions and discretionary consumer spend: demand may be impacted by changes in consumer confidence and cost‑of‑living pressures. Management responds through active pricing and yield management, targeted marketing and maintaining service standards.
Cost inflation and margin pressure: increases in labour, utilities and supplier costs may reduce profitability. Mitigations include budgeting, procurement oversight and ongoing cost control.
Weather and seasonality: a material proportion of activity at Bewl Water is weather‑dependent, which can affect visitor volumes and secondary spend. The business seeks to mitigate this through a broader programme of seasonal events, forward bookings and promotions to support more consistent trading.
Health, safety and operational resilience: as a venue hosting public events and outdoor activities, incidents, service disruption or asset failure could impact operations and reputation. Controls include staff training, maintenance programmes, supplier management and appropriate insurance arrangements.
Regulatory and compliance obligations: changes in laws and regulations (including data protection and employment legislation) may increase compliance requirements or cost. The company maintains policies, training and oversight to support compliance.
Liquidity and funding: the company’s ability to meet obligations depends on maintaining adequate liquidity. Management monitors cash flow and working capital closely and, where required, obtains financial support from the director and shareholder.
The company closely monitors its performance against a series of measures on a monthly and year to date basis. These cover key aspects of the business operations including debtors, creditors, expenses and cash flow. Expenses are monitored monthly by expense type and cash flow is monitored daily.
The company also monitors turnover, gross profit margin and operating profit/(loss).
| 2025 | 2024 |
| £ | £ |
Turnover | 5,471,844 | 5,261,200 |
Gross Profit | 4,153,284 | 3,942,480 |
Operating (loss) | (671,427) | (1,216,926) |
The company’s net liabilities have increased from £21,911,400 to £22,582,827 as a direct result of the losses made by the company during the year ended 31 March 2025.
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 company within normal credit terms offered to it by suppliers.
Other performance indicators |
In addition to the financial key performance indicators presented above, management monitors a range of non‑financial measures to support day‑to‑day operational decision‑making. The directors consider that disclosure of specific non‑financial metrics is not necessary for an understanding of the development, performance or position of the company’s business in this strategic report. |
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Future outlook |
In the year ahead, the company will continue to focus on driving sustainable revenue growth while maintaining strong cost control and service standards across its hospitality, leisure and events operations. Management’s priorities include maximising utilisation of existing venues and attractions, developing the programme of seasonal events to support year‑round demand, and continuing to strengthen operational processes and internal controls.
The directors expect the “Christmas at Bewl Water” attraction to remain an important seasonal contributor and will continue to refine the customer offering and capacity in a controlled manner, balancing growth opportunities with careful management of delivery costs. |
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that Mercer & Hole LLP be reappointed as auditor of the company will be put at a General Meeting.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Salomons UK Limited (the 'company') for the year ended 31 March 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Material uncertainty relating to going concern
We draw attention to note 1.2 on page 14 of the financial statements concerning the company's ability to continue as a going concern which indicates that the company has net liabilities of £22,582,827 (2024: £21,911,400 ) at 31 March 2025. The company's going concern assessment may be adversely affected by market conditions or developments in the wider group headed by SQIB Limited. The company is reliant on the ongoing support of its ultimate shareholders. However this support is itself dependent on a number of other events which are themselves uncertain.
As stated in note 1.2 on page 14, these events or conditions, along with the other matters identified, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;
gaining an understanding of management's controls designed to prevent and detect irregularities; and
identifying and testing journal entries.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Salomons UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This 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:
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.
The financial statements of the company are consolidated in the financial statements of SQIB Limited. These consolidated financial statements are available from its registered office, 45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, 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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Whether the company's trade debtors are fully recoverable or if a bad debt provision is required. These decisions depend on an assessment of whether the customers have accepted that the service has been completed and have benefitted from the work provided or whether the customers have made any attempt to pay the liability owing and if they have communicated any specific reasons for non payment. The directors will also consider information such as if the customer has gone into administration or liquidation and the likelihood of recovering any further monies as a result from the customer.
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.
The whole of the turnover is attributable to the principal activity of the company, wholly undertaken in the United Kingdom.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
In 2021, the company entered into a loan arrangement with a fellow group company attracting an interest rate of 4.5% plus base, resulting in interest accrued to 31 March 2024 of £1,509,288. During the prior year, the terms of the loan were renegotiated such that the interest, including historic accrued interest, was no longer payable on the loan.
As a result all interest previously accrued, totalling £1,509,288, was credited to the Profit and Loss account during the prior year.
No interest was charged on this loan in the current year ending 31 March 2025.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Included in amounts owed to group undertakings is £8,487,796 (2024: £8,487,796), of which management have identified the steps required to meet the repayment instalments. However, some of these are contingent on other events. Any of the steps not occurring as anticipated could result in repayments not being made on time unless alternative funds are identified.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the year the company entered into the following transactions with related parties:
Of the balances disclosed above, £8,487,796 (2024: £8,487,796 ) was owed to Lustrum Investments Limited, a company in the Armatire Group. This company is related by virtue of being under common control. During the prior year, the terms of the loan were renegotiated such that the interest, including historic accrued interest, was no longer payable on the loan.
The remaining balances owed to related parties are 100% subsidiaries of Venus TopCo Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited. Venus TopCo Limited has shareholders in common with the Armatire Group. The ultimate parent undertaking is PSC Nominee 4 Limited, as nominee for PSC IV LP, PSC IV B LP and PSC IV (C) SCSp. The Company's ultimate controlling party are PSC IV LP, PSC IV B LP and PSC IV (C) SCSp, funds managed by Pollen Street Capital Limited (a subsidiary of Pollen Street Capital Holdings Limited). Markerstudy Limited holds a fixed and floating charge over all property and undertakings of the company.
Amounts owed by related parties relate to companies under common control.
All other balances are unsecured, non-interest bearing and will be settled in cash. No guarantees have been given or received.
Amounts totalling £5,174,559 (2024: £4,046,259) owed by related parties have remained outstanding for a considerable period. While the Directors remain confident in the recoverability of the balances, the ultimate shareholder has issued a letter of support confirming that, should the counterparties fail to repay these balances, they will provide the necessary funds to cover any resulting shortfall.
No expense has been recognised in the year (2024: £Nil) in respect of bad debts from related parties.
The company entered into an agreement on 27 January 2020 with fellow group companies to secure a group loan by means of fixed charges, floating charges and security over the assets of the company.
The company has entered into a debenture on 13 July 2021 with Markerstudy Limited . The ultimate parent company of Markerstudy Limited is Venus Topco Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited.
On 13 January 2023, SQIB Ltd entered into an agreement with Glas Trust Corporation Ltd who holds fixed and floating charges over all land and intellectual property.