The directors present the strategic report for the year ended 31 March 2025.
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 consists of: 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.
The Group recorded a loss before taxation of £11,902,489 for the year ended 31 March 2025 (2024: £15,255,756). The directors do not recommend the payment of a dividend for the year. At the parent company level, the loss before taxation totals £960,605 (2024: £10,818,326).
In addition to the underlying trading results, the Group recognised a gain on disposal of £357,719 arising from the disposal of Zenith Aviation Limited during the year. Zenith Aviation Limited has been presented as a discontinued operation in the consolidated profit and loss account and contributed a loss of £1,324,931 to the Group's total loss for the year. As with the prior year, the results include a depreciation charge of £205,902 (2024: £205,905) following the reclassification of a subsidiary’s freehold investment property to owner-occupied freehold land and buildings as a result of its occupation by another Group entity. This reclassification affects the accounting treatment of the property and the availability of indexation relief on any future disposal.
Group revenues dropped to £28,446,304 (2024: £30,211,543), with gross profit margins increasing to 31.7% (2024: 23.4%). While revenue levels are lower year on year, tighter controls over cost of sales has contributed to an improved gross profit margin. Administrative expenses have also been tightly controlled and have increased only marginally by £232,337. Administrative expenses of continuing operations have decreased by £421,757. The Group also recognised an unrealised fair value loss on investment properties of £115,000 (2024: £Nil). These impairments reflect tenancy positions at the signing date of this report. Management intends to realise maximum value on disposal by selling investment properties with vacant possession. The vacant possession value of £66,725,000 would give rise to a potential revaluation gain of £1,752,000.
Management continues to focus on cost efficiency, reviewing processes and exploring further opportunities for centralisation and synergies. Foreign exchange gains were reported by Air Charter Club Limited £2,634 and Zenith Aircraft Limited £31,315 on translation of USD aircraft loans. The Group continues to utilise hedging strategies to mitigate exposure to volatile exchange rates.
The Group reported a total comprehensive loss of £11,779,021 (2024: £15,768,075), resulting in a shareholders’ deficit of £116,830,320 on 31 March 2025 (2024: £105,140,729).
As part of its ongoing restructuring activities, the Group completed the disposal of Zenith Aviation Limited in March 2025, to a third party.
A group subsidiary, Connect Centre Limited, sold its sole property on 2 September 2024 for consideration of £2.8m resulting in a loss on disposal of £112,898. 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.
Administration
A wholly owned 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 SQIB Limited, 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 SQIB Limited was run. This further enabled the administrators to agree the overall solvency and exit strategy, which was for SQIB Limited to exit Administration and control of SQIB Limited 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.
Going concern
The group's business activities, together with the factors likely to affect its future development, performance and position are set out in this Strategic Report, which also refers to the group's financial risk management objectives, including exposure to liquidity risk. The group meets its day-to-day working capital requirements through the support of its shareholders and external borrowings.
At the reporting date, the Group's external bank borrowings amounted to £104,442,811 (2024: £106,434,155) including a facility of £61,128,436 which was subject to a standstill arrangement with the lender. The directors are currently engaged in discussions with the lender regarding revised terms and the refinancing of this facility. As at the date of approval of these financial statements, these discussions remain ongoing and the directors are continuing to work closely with the lender to agree revised arrangements.
While the directors remain confident that a satisfactory outcome will be achieved, they recognise that the successful conclusion of these discussions is not wholly within the Group's control and therefore represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.
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 and this gives rise to a material uncertainty in respect of going concern.
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 cost-of-living crisis mentioned below. This would have an impact on Bewl Events & Waterpark Limited, Bishops UK Limited, Connect Centre Limited, Goswell Properties Limited, 55VS No 2 Limited, VS 109 Limited, VS 203 Limited, VS 403 Limited, VS 602 Limited, Jeensbannet Investments 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 business.
Economic conditions
The Consumer Prices Index (CPI) rose by 2.8% in the 12 months to May 2026. Persistent inflation and the continued high cost of living continue to influence consumer spending behaviour in the UK and globally. Ongoing geopolitical uncertainty, including the wars in Ukraine and the Middle East, has contributed to volatility in global energy markets, including fuel prices.
Management is actively monitoring inflation, energy prices and broader cost-of-living pressures. During the year, the aviation division was particularly impacted by rising fuel costs, which materially reduced gross profit margins. As a result, and in line with the Group’s strategy to step away from the aviation sector and focus resources on its remaining core operations, Zenith Aviation Limited was disposed of in March 2025. Management subsequently made the decision in March 2026 to cease trading within The Air Charter Club Limited with immediate effect. Zenith Aircraft Limited, sold its two aircraft on 25 June 2024 and 1 July 2025 for consideration of $6m and $6.5m, respectively.
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 has seen continued growth in December 2024 and 2025.
In the property division, income remains safeguarded by legally binding lease agreements. However, short-term cash flow can be affected by lease deferrals. 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. By July 2025, Zenith Aircraft Limited had sold its remaining aircraft, enabling the Group to fully repay its remaining US dollar-denominated loans.
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.
The group closely monitors its performance against a series of measures on a monthly and year-to-date basis. These cover key aspects of the business operations including debtors, creditors, expenses, and cash flow. Expenses are monitored monthly by expense type and cash flow is monitored daily.
The group also monitors turnover, gross profit margin and operating profit/(loss). For the subsidiary company that provides hotel accommodation, its key performance indicator is to monitor occupancy as well as KPIs on number of covers in its restaurants and bars. For the subsidiary that provides charter flights, its key performance indicator is the number of charters and number of non-flying days. In addition, for the subsidiaries that invest and develop property they monitor the investment property valuations for capital growth.
2025 2024
| £ £ | |
Group turnover | 28,446,304 | 30,211,543 |
Group gross profit | 9,024,790 | 7,057,851 |
Group loss before taxation | (11,902,489) | (15,255,756) |
For the year ended 31 March 2025, the group’s gross profit percentage was 31.7% (2024: 23.4%).
2025 2024
£ £
Group net current liabilities (186,190,340) (195,382,544)
Group net liabilities (116,830,320) (105,140,729)
The group’s net liabilities have increased from the prior year by £11,689,591. Losses incurred by SQIB Limited, Zenith Aviation Limited, Salomons UK Limited, Bishops UK Limited and Connect Centre Limited have contributed to the deterioration of the net balance sheet position.
For each of the subsidiary companies within the group, the level of trade debtors is monitored on a regular basis, and each review examines the ageing of the debt to ensure that the debtor days does not exceed an excessive level. Management also monitors the level of trade creditors on a regular basis with the aim to maximise the level of credit available to the group within normal credit terms offered to it by suppliers.
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.
In April 2024, management decided to cease trading in One Media Creative UK Limited. On 2 September 2024, the Group completed the sale of the Connect Centre property. In July 2025, Zenith Aircraft Limited sold its one remaining aircraft. In March 2026, management made the decision to cease trading within The Air Charter Club Limited, and close down the brokerage with immediate effect. As a result, One Media Creative UK Limited, Connect Centre Limited, Zenith Aircraft Limited and The Air Charter Club Limited are no longer a going concern. 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. The Group’s strategy is to step away from the aviation sector and focus resources on its remaining core operations.
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 further expand the “Christmas at Bewl Water” attraction into December 2026 and beyond. The attraction was successfully launched in December 2023, and has continued to grow across December 2024 and 2025.
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 2026 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.
Post balance sheet events
A group subsidiary, Zenith Aircraft Limited, sold its one remaining aircraft after the year end on 1 July 2025 for consideration of $6.5m. Accordingly, it's financial statements have been prepared on a basis other than going concern.
A group subsidiary, The Air Charter Club Limited ceased to trade in April 2026. Accordingly, it's financial statements have been prepared on a basis other than going concern.
A group subsidiary, Bishops UK Limited, sold Hangar 528 after the year end on 20 May 2025 for proceeds of £800,000 and Mill Farm Unit 4 on 11 May 2026 for £512,000.
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 13.
No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a further dividend (2023: £nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 2025 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).
Basis for qualified opinion
Material uncertainty related to going concern
We draw attention to note 1.4 in the financial statements concerning the group’s and the company’s ability to continue as a going concern.
The group made a loss before taxation of £11,902,489 (2024: £15,255,756) during the year ended 31 March 2025. At 31 March 2025 the group had net current liabilities of £186,190,340 (2024: £195,382,544) and net liabilities of £116,830,320 (2024: £105,140,729).
The Group and the Company remain reliant on the ongoing support of third-party lenders, related parties and shareholders in order to continue trading and meet their liabilities as they fall due. This support includes existing loan facilities not being recalled and the standstill period on a significant borrowing facility being extended until successful refinancing arrangements are in place. In addition, the successful completion of a number of capital events is required to meet debt repayments that either fall due within 12 months of the date these financial statements are approved or have already fallen due prior to their approval. Ongoing support from existing lenders is dependent upon the Group and the Company remaining in good standing with those lenders, including in circumstances where loan covenants have been breached but have not been enforced. The directors therefore remain reliant on the successful refinancing and extension of existing borrowing facilities, together with the continued support of lenders, related parties and shareholders, to enable the Group and the Company to continue as going concerns and to meet their liabilities as they fall due.
As stated in Note 1.4, these events or conditions, along with the other matters explained therein, indicate that 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
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.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £960,605 (2024 - £10,818,326 loss).
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.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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.
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 2025. 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 group.
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.
The group made a loss before taxation of £11,902,489 (2024: £15,255,756) during the year ended 31 March 2025. At 31 March 2025 the group had net current liabilities of £186,190,340 (2024: £195,382,544) and net liabilities of £116,830,320 (2024: £105,140,729) which included £158,695,262 (2024: £151,541,304) due to related parties and £52,984,706 (2024: £53,538,272) due from related parties.
At 31 March 2025, the company had net current liabilities of £63,476,711 (2024: £62,516,106) including £2,169,667 (2024: £1,463,287) due from group companies and related parties.
At the reporting date, the Group's external bank borrowings amounted to £104,442,811 (2024: £114,840,553), including a facility of £61,128,436 which was subject to a standstill arrangement with the lender. The directors are currently engaged in discussions with the lender regarding revised terms and the refinancing of this facility. As at the date of approval of these financial statements, these discussions remain ongoing and the directors are continuing to work closely with the lender to agree revised arrangements.
While the directors remain confident that a satisfactory outcome will be achieved, they recognise that the successful conclusion of these discussions is not wholly within the Group's control and therefore represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.
Additionally, the Group has a balance of £119,407,901 (2024: £106,434,155) 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.
The directors have assessed the impact of inflationary pressures and the ongoing cost of living and energy crises in the UK, which have affected short-term performance as outlined in the Strategic Report on page 1. In response, a number of cost-reduction measures have been implemented to improve operational efficiency and profitability.
Despite these efforts, forecasts indicate that the Group and company will continue to make operating losses for the foreseeable future. Some loan agreements contain repayment schedules that are contingent on successful completion of capital events. The directors remain confident that these events will materialise as planned. However, in the event some or all of these events do not come to fruition, there would be a negative impact on the Group’s cash flow and its ability to meet debt repayment obligations.
In view of these uncertainties, the shareholders have reaffirmed their ongoing commitment to financially support all SQIB subsidiary companies, and this support is expected to continue for the foreseeable future.
The financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for at least twelve months from the date of approval of these financial statements. This assessment is dependent on the Group and the Company continuing to meet their day-to-day working capital requirements.
The majority shareholders have provided confirmation of their intention to continue supporting the Group and the Company financially for a period of at least twelve months from the date of approval of these financial statements. This support is intended to ensure that the Group and the Company can meet their obligations as they fall due. However, if such financial support were to be withdrawn or not materialise, there is a risk that the Group and the Company may be unable to meet their liabilities as they fall due.
While the availability of this funding is not guaranteed, the directors have a reasonable expectation that adequate resources will be available to enable the Group and the Company to continue operating. In the event that debt funding is not secured as planned, the Company would be required to seek alternative sources of finance, which may prove challenging to obtain within a short timeframe.
Accordingly, these circumstances represent a material uncertainty that may cast significant doubt upon the Group’s and the Company’s ability to continue as a going concern. If the Group and the Company are unable to secure the necessary funding, they may be unable to realise their assets and discharge their liabilities in the normal course of business.
Nevertheless, based on the forecasts, ongoing shareholder support, and management’s plans to secure additional funding, the directors have a reasonable expectation that the Group and the Company will continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing these financial statements. As such, the financial statements do not include any adjustments that would be required if the Group or the Company were unable to continue as a going concern.
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.
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.
Equity investments 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.
In 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 group’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 company financial statements, investments in associates are accounted for at cost less impairment.
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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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, 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.
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.
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, 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the 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 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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
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 £753,844 (2024: £9,685,427).
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 directors consider the amounts due from other debtors to be fully recoverable.
The group’s turnover is generated solely from its activities in the United Kingdom.
Included in the Aircraft maintenance and charter service turnover is £13,038,483 (2024: £13,357,483) relating to discounting operations.
Legal and professional fees total £1,415,504. Included in this are professional fees incurred in connection with the administration outlined in the Strategic Report . These costs include £300,383 for administrators' remuneration and insolvency-related professional services of £62,513.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The average number of persons employed by the company during the year, including the directors, amounted to nil (2024: nil). The aggregate payroll costs incurred during the period was £nil (2024: £nil).
During the period the directors received no remuneration in respect of qualifying services (2024: none).
During the prior 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.
Amount written off current loans of £247,279 relates to interest on a loan with a related party that is no longer recoverable.
On 22 March 2025, the group disposed of its entire interest in Zenith Aviation Limited for a consideration of £1. Zenith Aviation Limited carried out a substantial part of the group’s aviation operations. The disposal was undertaken as part of management’s strategy to focus on the group’s core remaining business.
The results of the discontinued operation have been presented separately on the face of the group statement of comprehensive income.
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:
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 £22,881,317.
The historical cost of the freehold land and building is £3,249,220 (2024: £3,249,220).
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.
The company has no freehold investment properties.
During the year, Gerald Eve performed Red Book valuations on £62,823,000 of the investment property portfolio. Carter Jonas performed Red Book valuations on £2,150,000 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 £66,725,000 with an uplift of £1,752,000 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 £313,750 (2024: £3,149,750) in the year.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
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 2025 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 2025:
Presence & Co. Estates Agents Limited - Company number: 14354087
The Air Charter Club Limited - Company number: 08642505
Zenith Aircraft Limited - Company number: 10253224
One Media and Creative UK Limited - Company number 05398960
All subsidiaries disclosed above have the same registered office as the Company. On 22 March 2025, The Air Charter Club Limited, a wholly owned subsidiary undertaking, disposed of its 100% interest in Zenith Aviation Limited for consideration of £1. Consequently, Zenith Aviation Limited ceased to be an indirect subsidiary of the Group from that date.
The group also has significant holdings in undertakings which are not consolidated:
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.
Company
Included in other debtors disclosed above are amounts of £1,686,457 (2024: £53,331,625) owed by related parties. The companies are related by virtue of being under common control of the directors.
Group
Included within other debtors are amounts of £31,496,981 (2024: £33,478,194) receivable from related parties. These balances are either related by virtue of being within the Armatire Group or due from entities with common directors and are considered related parties for the purposes of the financial statements.
Included within Other Debtors is an amount of £10,725,155 (2024: £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 £119,407,901 (2025: £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.
Bank Loans
55VS No. 2 Limited
Included within bank loans is a loan balance of £11,033,405 (2024: £10,982,185). The loan is secured by way of a fixed and floating charge over all the property and undertaking of the subsidiary. The facility originally matured in December 2024 and bore interest at 2.75% per annum. Following the year end, revised terms were agreed extending the repayment date to 16 October 2025, with interest amended to 2.10% until 16 September 2025 and thereafter to the Bank of England base rate plus 4.5%. The loan was repaid in full on 28 November 2025 following refinancing with an alternative lender.
SQIB Limited
Included within bank loans are borrowings held by SQIB Limited comprising a loan of £6,779,503 due to NC Finance Limited, bearing interest at the Bank of England base rate plus 2%, and a loan of £61,128,436 due to Global Recovery Limited following refinancing completed during the year, bearing interest at the Bank of England base rate plus 4% per annum. Both facilities were repayable on 31 December 2029 at the reporting date. The loans are secured by fixed and floating charges over the assets of the Company and the Group and are subject to financial covenants. Certain covenant breaches arose during the year; however, the lenders did not exercise their rights to demand immediate repayment.
Bishops UK Limited
Included within bank loans is a facility with Hampshire Trust Bank PLC with an outstanding balance of £2,024,235 (2024: £2,024,200). The loan bears fixed interest at 3.25% per annum and matures on 26 July 2031. The facility is secured over the subsidiary's property assets. During the year the subsidiary was in breach of a covenant relating to property values; however, the lender elected not to demand early repayment of the facility.
Zenith Aircraft Limited
Included within bank loans is a Lombard Asset Loan with an outstanding balance of £2,012,326, of which £942,269 is repayable within one year and £1,070,057 after more than one year. The facility bears interest at US LIBOR plus 2% per quarter and is secured by registered charges over the subsidiary's plant and machinery in favour of Lombard North Central Plc.
Jeensbannet Investments Limited
Included within bank loans is a facility of £15,000,000 secured by a first ranking legal charge over the investment property. Interest is charged at 1.75% above the lender's internal lending rate. The facility has a term of 16 years from April 2024 and is on an interest-only basis for the first 36 months from drawdown, with the option to apply for a further 36-month interest-only period.
VS Property Entities
Included within bank loans are facilities totalling £6,362,249 held by VS 602 Limited, VS 403 Limited, VS 203 Limited and VS 109 Limited. The facilities bear fixed interest at rates of up to 3.99% per annum and are secured by registered legal charges over the respective investment properties in favour of Hampshire Trust Bank PLC. The facilities are subject to loan-to-value and interest cover covenants. At the reporting date, VS 403 Limited, VS 203 Limited and VS 109 Limited were in breach of certain covenant requirements and, accordingly, the related borrowings have been classified as amounts falling due within one year, notwithstanding that repayment is contractually due after more than one year. VS 602 Limited was not in breach of its covenant requirements and therefore £1,891,616 of its borrowing has been classified as falling due after more than one year.
During 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 prior year.
Included within amounts falling due after more than one year are bank loans of £17,961,673, comprising facilities held by Jeensbannet Investments Limited of £15,000,000 (2024: £nil), Zenith Aircraft Limited of £1,070,057 (2024: £3,550,466) and VS 602 Limited of £1,891,616 (2024: £1,974,260). These facilities are secured by charges over the respective subsidiaries' investment properties and business assets and bear interest at both fixed and variable rates. The loans are subject to customary banking covenants and mature more than twelve months after the reporting date. The directors have assessed covenant compliance at the reporting date and have classified the facilities as non-current liabilities accordingly.
The following are the major deferred tax liabilities and assets recognised by the group and company:
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.
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.
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.
On 22 March 2025 the group disposed of its 75% holding in Zenith Aviation Limited. Included in these financial statements are profits of £268,289 arising from the company's interests in Zenith Aviation Limited up to the date of its disposal.
Intercompany receivables of £13,857,330 were novated from Zenith Aviation Limited to SQIB Limited immediately prior to disposal. These balances were subsequently written off within SQIB Limited and therefore do not form part of the disposal net assets calculation.
Post balance sheet events
Zenith Aircraft Limited – The subsidiary sold an aircraft after the year end, on 1 July 2025 for consideration of $6.5 million. Following this the entity has ceased to trade.
The Air Charter Club Limited ceased to trade in April 2026. Accordingly, its subsequent financial statements have been prepared on a basis other than going concern.
Bishops UK Limited – The subsidiary sold Hangar 528 on 20 May 2025 for proceeds of £800,000.
SQIB Limited - Subsequent to the year end, SQIB Limited completed a further renegotiation of its lending arrangements. In June 2025, amended loan terms were agreed with the lender. As part of the refinancing process, the Group settled two tranches of debt due to NC Finance Limited, comprising principal repayments of approximately £4.8 million (Tranche 1: £3.25 million and Tranche 2: £1.56 million). Total payments of approximately £4.9 million were made, including accrued interest. Following these repayments, Tranche 3 remains outstanding with principal of approximately £2.2 million.
The repayments were funded principally from the post year-end disposal of an aircraft owned by Zenith Aircraft Limited and the sale of Hangar 528 owned by Bishops UK Limited.
At 31 March 2025, the Group's external bank borrowings amounted to £104 million (2024: £106 million), including a facility of £61.1 million which remained subject to a standstill arrangement with the lender. The directors continue to engage with the lender regarding revised terms and the refinancing of this facility. As at the date of approval of these financial statements, discussions remain ongoing.
Whilst the directors remain confident that a satisfactory outcome will be achieved and that the Group will continue to have access to sufficient funding, the successful conclusion of these discussions is not wholly within the Group's control. Accordingly, these matters represent a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. The financial statements have nevertheless been prepared on the going concern basis as the directors consider this to remain appropriate.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Company
Amounts totalling £1,827,991 (2024: £1,823,901) 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.
Group
Amounts totalling £46,218,777 (2024: £47,743,052) 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.
Other related parties above comprise companies of which the directors or shareholders have significant influence.
Included within bank loans are amounts of £19,407,980 (2024: £29,582,982). Under the terms of these bank loans, K R Spencer is a guarantor up to a maximum liability of £10,659,826 (2024: £13,244,122 ).
At the year end, the Group owed a Director £2,812,808 (2024: £6,919,072). The balance comprised an opening amount due to the Director of £6,919,072, advances to and repayments from the Director during the year totalling £19,552,264, and repayments by the Director, including the reassignment of balances amounting to £15,446,000. These transactions resulted in a closing balance of £2,812,808 due to the Director at the reporting date.
The amounts outstanding are unsecured, non-interest bearing and will be settled in cash. No guarantees have been given or received.