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Registered number: 15984149













SALAMANCA INVESTMENTS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2025


 
SALAMANCA INVESTMENTS LIMITED
 

 
COMPANY INFORMATION


Directors
M J Bellamy (appointed 27 September 2024)
S R Kedar (appointed 27 September 2024)




Registered number
15984149



Registered office
58 Grosvenor Street

London

W1K 3JB




Independent auditors
Warrener Stewart
Chartered Accountants & Statutory Auditors

Harwood House

43 Harwood Road

London

SW6 4QP






 
SALAMANCA INVESTMENTS LIMITED
 


CONTENTS



Page
Group Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 6
Consolidated Statement of Comprehensive Income
 
7
Consolidated Statement of Financial Position
 
8 - 9
Company Statement of Financial Position
 
10
Consolidated Statement of Changes in Equity
 
11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Consolidated Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 36



 
SALAMANCA INVESTMENTS LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

Introduction
 
The Directors present their group strategic report for the period ended 30 September 2025.

Business review
 
The Group continues to develop its core asset, the Gravity Campus in North Somerset. The campus is one of the largest innovation campus sites in the UK and is home to Jaguar Land Rovers Battery Gigafactory, which is in build. The Campus and expansion land has a further 400 acres of capacity and this is broken down into powered land for energy intensive users, leisure and residential components. The Group is in an advanced position with another energy intensive user and an announcement is likely to be made on this in early 2027. 

In addition, the Group continues to pursue multiple further opportunities, whilst also looking to develop or sell its major land holding in Brazil. 

The outlook for next year is positive and the Group hopes to utilise its core ability and track record to enter new opportunities and new markets. 

Principal risks and uncertainties
 
Salamanca Group and its clients are involved in a number of high-value investments, delivering returns that are variable in respect of their quantum and timing, and which therefore give rise to cashflow and litigation risk. Other risks include foreign exchange risk and the general health of the UK and worldwide economies.

Financial key performance indicators
 
The performance of the Group is monitored, by the Board, by reference to internal budgets, forecasts and cashflows. These are currently considered sufficient to provide an overview of performance relative to expectations.


This report was approved by the board and signed on its behalf.



S R Kedar
Director

Date: 25 September 2026

Page 1


 
SALAMANCA INVESTMENTS LIMITED
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

The directors present their report and the financial statements for the period ended 30 September 2025.

Directors

The directors who served during the period were:

M J Bellamy (appointed 27 September 2024)
S R Kedar (appointed 27 September 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group's financial statements and then apply them consistently;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £1,640,202 (2024 - £NIL).

The directors do not recommend the payment of a dividend and the loss will be carried forward in reserves.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 2


 
SALAMANCA INVESTMENTS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

Auditors

The auditors, Warrener Stewart, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





S R Kedar
Director

Date: 25 September 2026

Page 3


 
SALAMANCA INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA INVESTMENTS LIMITED

Opinion

We have audited the financial statements of Salamanca Investments limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 30 September 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 September 2025 and of the Group's profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 4


 
SALAMANCA INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA INVESTMENTS LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur, is considered to be low. We reached this conclusion after consideration of the following:

∙a clear segregation between senior management, finance management and operations staff resulting in a high level of review control
∙a high level of review of key performance and similar indicators supported by the involvement of third party contractors; and
Page 5


 
SALAMANCA INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA INVESTMENTS LIMITED (CONTINUED)

∙a high level of informed management within senior and finance management;

We designed our audit procedures to respond to identified risks, including non-compliance with laws and regulations (irregularities) that are material to the financial statements. Some of the specific procedures performed to detect irregularities, including fraud, are detailed below:review of control accounts and key ledgers for large, unusual or unauthorised entries;
 
∙analytical review of the detailed profit and loss account for variances that are either unexpected or felt not to be in accordance with our understanding of the business during the year;
∙making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; and
∙a review of journals and adjustments for any indication of fraud or management override

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.




Colin Edney (Senior Statutory Auditor)
  
for and on behalf of
Warrener Stewart
 
Chartered Accountants & Statutory Auditors
  
Harwood House
43 Harwood Road
London
SW6 4QP

 
Date: 
25 September 2026
Page 6


 
SALAMANCA INVESTMENTS LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

30 September
2025
Note
£

  

Turnover
 4 
63,000

Gross profit
  
63,000

Administrative expenses
  
(2,777,002)

Amortisation of negative goodwill
  
6,913,664

Operating profit
  
4,199,662

Interest receivable and similar income
 8 
76,496

Interest payable and similar expenses
  
(2,970,097)

Profit before taxation
  
1,306,061

Tax on profit
  
-

Profit for the financial period
  
1,306,061

  

Currency translation differences
  
306,389

Total comprehensive income for the period
  
1,612,450

Profit for the period attributable to:
  

Non-controlling interests
  
(334,141)

Owners of the Parent Company
  
1,640,202

  
1,306,061

The notes on pages 15 to 36 form part of these financial statements.

Page 7


 
SALAMANCA INVESTMENTS LIMITED
REGISTERED NUMBER:15984149


CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025

30 September
On
2025
incorporation
Note
£
£

Fixed assets
  

Intangible assets: negative goodwill
 11 
(20,740,990)
-

Tangible assets
 12 
10,016
-

Investments
 13 
7,044
-

Investment property
 14 
8,616,904
-

  
(12,107,026)
-

Current assets
  

Work in progress
 15 
109,281,498
-

Debtors: amounts falling due after more than one year
 16 
96,298
-

Debtors: amounts falling due within one year
 16 
13,971,737
100

Cash at bank and in hand
 17 
3,500,105
-

  
126,849,638
100

Creditors: amounts falling due within one year
 18 
(73,395,383)
-

Net current assets
  
 
 
53,454,255
 
 
100

Total assets less current liabilities
  
41,347,229
100

Provisions for liabilities
  

Deferred taxation
 20 
(24,691,170)
-

Net assets
  
16,656,059
100

Page 8


 
SALAMANCA INVESTMENTS LIMITED
REGISTERED NUMBER:15984149

    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 SEPTEMBER 2025

30 September
On
2025
incorporation
Note
£
£

Capital and reserves
  

Called up share capital 
 21 
100
100

Foreign exchange reserve
 22 
229,792
-

Profit and loss account
 22 
1,640,202
-

Equity attributable to owners of the Parent Company
  
1,870,094
100

Non-controlling interests
  
14,785,965
-

  
16,656,059
100


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S R Kedar
Director

Date: 25 September 2026

The notes on pages 15 to 36 form part of these financial statements.

Page 9


 
SALAMANCA INVESTMENTS LIMITED
REGISTERED NUMBER:15984149


COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025

30 September
On
2025
incorporation
Note
£
£

Fixed assets
  

Investments
 13 
20,631,045
-

  
20,631,045
-

Current assets
  

Debtors: amounts falling due within one year
 16 
14,283,022
100

Cash at bank and in hand
 17 
39,158
-

  
14,322,180
100

Creditors: amounts falling due within one year
 18 
(37,964,583)
-

Net current (liabilities)/assets
  
 
 
(23,642,403)
 
 
100

  

  

Net (liabilities)/assets
  
(3,011,358)
100


Capital and reserves
  

Called up share capital 
 21 
100
100

Profit and loss account
 22 
(3,011,458)
-

  
(3,011,358)
100


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S R Kedar
Director

Date: 25 September 2026

The notes on pages 15 to 36 form part of these financial statements.

Page 10


 
SALAMANCA INVESTMENTS LIMITED
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity

£
£
£
£
£
£

Shares issued on incorporation
100
-
-
100
-
100



Total transactions with owners
100
-
-
100
-
100


Comprehensive income for the period

Profit for the period
-
-
1,640,202
1,640,202
-
1,640,202

Currency translation differences
-
229,792
-
229,792
76,597
306,389

Arising on acquisitions
-
-
-
-
15,043,509
15,043,509

Non-controling interests share of losses for period
-
-
-
-
(334,141)
(334,141)


At 30 September 2025
100
229,792
1,640,202
1,870,094
14,785,965
16,656,059


The notes on pages 15 to 36 form part of these financial statements.

Page 11


 
SALAMANCA INVESTMENTS LIMITED
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£

Shares issued on incorporation
100
-
100


Comprehensive income for the period

Loss for the period
-
(3,011,458)
(3,011,458)


At 30 September 2025
100
(3,011,458)
(3,011,358)


The notes on pages 15 to 36 form part of these financial statements.

Page 12


 
SALAMANCA INVESTMENTS LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

30 September
2025
£

Cash flows from operating activities

Profit for the financial period
1,306,061

Adjustments for:

Amortisation of intangible assets
(6,913,664)

Depreciation of tangible assets
2,036

Interest paid
2,970,097

Interest received
(76,496)

(Increase)/decrease in work in progress
(281,498)

(Increase) in debtors
(8,585,710)

Decrease in amounts owed by participating ints
228,857

(Decrease)/increase in creditors
(5,805,867)

Foreign currency gains
(306,389)

Losses attributable to non-controlling interests
270,609

Net cash generated from operating activities

(17,191,964)


Cash flows from investing activities

Purchase of tangible fixed assets
(8,142)

Purchase of subsidiaries (net of cash acquired)
(40,637,472)

Interest received
76,496

Corporation tax paid
(661,483)

Net cash from investing activities

(41,230,601)

Cash flows from financing activities

New secured loans
64,892,767

Interest paid
(2,970,097)

Net cash used in financing activities
61,922,670

Cash and cash equivalents at the end of period
3,500,105


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,500,105


The notes on pages 15 to 36 form part of these financial statements.

Page 13


 
SALAMANCA INVESTMENTS LIMITED
 


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025




Cash flows
Acquisition and disposal of subsidiaries
At 30 September 2025
£

£

£

Cash at bank and in hand

2,396,617

1,103,488

3,500,105

Debt due within 1 year

(64,892,767)

-

(64,892,767)


(62,496,150)
1,103,488
(61,392,662)

The notes on pages 15 to 36 form part of these financial statements.

Page 14


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

1.


General information

Salamanca Investments Limited ("the Company") is the Group's ultimate parent undertaking and is a limited liability company incorporated and domiciled in England and Wales. The principal activities are disclosed in the strategic report.

The address of its registered office is:
58 Grosvenor Street
London
W1K 3JB

The Company was incorporated on 27 September 2024 and has taken the exemption allowed by section 408 of the Companies Act 2006 not to present its income statement and associated notes. The Company Statement of Financial Position and all associated notes have been included.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 27 September 2024.

Page 15


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

Following the sale of part of its site in 2023, the Group  refinanced its borrowing facilities in 2025. The refinanced amount was then renewed in August 2026 for a further year.

Meanwhile the Group is in the process of realising a large part of its remaining site with completion expected in January 2027.

The Group  has sufficient cash flow to meet all operational expenditure for at least the next twelve months and in the extremely unlikely event the sale of the site becomes delayed, the directors are confident that the facility would be able to be renewed in August 2027.

In view of the above, the directors consider that the Salamanca Group will remain in operational existence for the foreseeable future and that the going concern basis is therefore applicable to the preparation of its financial statements.
 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 16


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 17


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 18


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill (including negative goodwill)

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
25%
Fixtures and fittings
-
25%
Office equipment
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Page 19


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 20


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Page 21


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)


2.21
Financial instruments (continued)


Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates, assumptions and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Estimated impairment of non-financial assets

Goodwill (including negative goodwill) is reviewed annually for impairment and other changes in value and whenever there is indication that the goodwill may be impaired. Intangible assets, property, plant and equipment and investments in subsidiaries, associates and joint ventures are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. The recoverable amounts of these assets and, where applicable, cash generating units (CGU) have been determined based on value-in-use calculations. 

Valuation of work in progress

The Group holds a site for future development.  The value of the site is assessed annually by reference to professionally qualified third-party valuers.

Page 22


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


30 September
2025
£

Fees receivable
63,000


Analysis of turnover by country of destination:

30 September
2025
£

United Kingdom
63,000



5.


Operating profit

The operating profit is stated after charging:

30 September
2025
£

Exchange differences
576

Operating lease rentals
24,494


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


30 September
2025
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
79,000

Page 23


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

7.


Employees

Staff costs were as follows:


Group
30 September
Company
30 September
2025
2025
£
£


Wages and salaries
258,705
78,061

Social security costs
50,877
10,432

Cost of defined contribution scheme
56,977
421

366,559
88,914


The average monthly number of staff for the Group during the period was 12 (Company: 12).


8.


Interest receivable

30 September
2025
£


Bank interest receivable
76,496


9.


Interest payable and similar expenses

30 September
2025
£


Bank interest payable
2,970,097

Page 24


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

10.


Taxation



Factors affecting tax charge for the period

The tax assessed for the period is higher than (2024 - the same as) the standard rate of corporation tax in the UK of 25%   . The differences are explained below:

30 September
2025
£


Profit on ordinary activities before tax
1,612,450


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -  n/a%)
403,005

Effects of:


Non-taxable amortisation of goodwill and impairment
(1,728,416)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
261,853

Capital allowances for period in lower than depreciation
747

Utilisation of tax losses
(258,678)

Unrelieved tax losses carried forward
1,321,489

Total tax charge for the period
-


Factors that may affect future tax charges

The group has the benefit of tax losses brought forward from earlier accounting periods.

Page 25


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

11.


Intangible assets

Group and Company





Negative goodwill

£





On acquisition of subsidiaries
27,654,654



At 30 September 2025

27,654,654





Charge for the period on owned assets
6,913,664



At 30 September 2025

6,913,664



Net book value



At 30 September 2025
20,740,990

Negative goodwill arose on the business combination of Salamanca Group Holdings (UK) Limited.  Further details of the combination are given in note 23.

Management has assessed the negative goodwill is having an
 estimated life of 20 months from the date of the combination and it is being amortised on a straight line basis over that period.



Page 26


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

12.


Tangible fixed assets

Group



Fixtures and fittings
Plant and machinery
Office equipment
Total

£
£
£
£



Cost or valuation


Additions
8,142
-
-
8,142


Acquisition of subsidiary
-
1,602
2,308
3,910



At 30 September 2025

8,142
1,602
2,308
12,052



Depreciation


Charge for the period on owned assets
170
914
952
2,036



At 30 September 2025

170
914
952
2,036



Net book value



At 30 September 2025
7,972
688
1,356
10,016


13.


Fixed asset investments

Group








Other fixed asset investments

£



Cost or valuation


On acquisition of subsidiaries
7,044



At 30 September 2025
7,044




Page 27


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
Company








Investments in subsidiary companies

£



Cost or valuation


Additions
20,631,045



At 30 September 2025
20,631,045





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Salamanca Group Holdings (UK) Limited
England
Ordinary
100%
This is Gravity Group Holdings II Limited
England
Ordinary
85%
This is Gravity Group Holdings Limited *
England
Ordinary
85%
This is Gravity Holdings Limited *
England
Ordinary
85%
This is Gravity Limited *
England
Ordinary
85%
Salamanca Group Service Company Limited *
England
Ordinary
100%
Salamanca Capital Limited*
England
Ordinary
100%
Salamanca Group Corporate Advisory Limited *
England
Ordinary
100%
Salamanca Group Investment Management Limited *
England
Ordinary
100%
One Ocean Ventures Limited *
England
Ordinary
100%
Salamanca Group Cyprus Limited *
Cyprus
Ordinary
100%
Salamanca 11 Limited *
Cyprus
Ordinary
100%
RG Salamanca Consultoria Empresarial *

Brazil
Ordinary
75%

Page 28


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 30 September 2025 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Salamanca Group Holdings (UK) Limited
(4,945,188)
1,452,775

This is Gravity Group Holdings II Limited
(1,582,483)
(1,582,582)

This is Gravity Group Holdings Limited *
1,323
(72)

This is Gravity Holdings Limited *
(68)
-

This is Gravity Limited *
18,194,909
(2,012,496)

Salamanca Group Service Company Limited *
(6,368,307)
(84,584)

Salamanca Capital Limited*
32,894
-

Salamanca Group Corporate Advisory Limited *
7,144
(463)

Salamanca Group Investment Management Limited *
1
-

One Ocean Ventures Limited *
1
-

Salamanca Group Cyprus Limited *
69,993
-

Salamanca 11 Limited *
796
-

RG Salamanca Consultoria Empresarial *

8,039,513
-


14.


Investment property

Group





Land held for develop-ment

£



Valuation


On acquisition of subsidiaries
8,616,904



At 30 September 2025
8,616,904




Page 29


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

15.


Stocks

Group
30 September
2025
£

Work in progress: site under development
109,281,498



16.


Debtors

Group
30 September
Company
30 September
2025
2025
£
£

Due within one year

Trade debtors
1,239,632
62,124

Amounts owed by group undertakings
-
13,158,881

Amounts owed by associated undertakings
6,044,811
-

Other debtors
2,743,900
131,446

Prepayments and accrued income
1,643,135
930,571

Tax recoverable
2,300,259
-

13,971,737
14,283,022


Trade debtors includes £709,032 owed by Kogan Bellamy Lloyd, a business which is connected through ownership


17.


Cash and cash equivalents

Group
30 September
Company
30 September
2025
2025
£
£

Cash at bank and in hand
3,500,105
39,158


Page 30


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

18.


Creditors: Amounts falling due within one year

Group
30 September
Company
30 September
2025
2025
£
£

Bank loans
64,892,767
37,679,671

Trade creditors
432,353
181,322

Amounts owed to group undertakings
-
85

Amounts owed to associated undertakings
2,706,262
-

Corporation tax
583,941
-

Other taxation and social security
35,128
41,181

Other creditors
349,568
9,524

Accruals and deferred income
4,395,364
52,800

73,395,383
37,964,583



The following liabilities were secured:
Group
30 September
Company
30 September
2025
2025
£
£

Bank loans
64,892,767
37,679,671

Details of security provided:

The above amounts are secured by a foxed and floating charge over the assets of the Company and the Group including the Group's development site.


19.


Financial instruments

Group
30 September
Company
30 September
2025
2025
£
£

Financial assets

Financial assets measured at fair value through profit or loss
3,500,105
39,158




Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


20.


Deferred taxation

Page 31


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
 
20.Deferred taxation (continued)


Group



2025


£






Arising on business combinations
24,691,170



At end of year
24,691,170




Group
30 September
2025
£

Tax losses carried forward
1,838,264

Fair value adjustment on work in progress
(22,852,906)

24,691,170


21.


Share capital

30 September
On
2025
incorporation
£
£
Allotted, called up and fully paid



10,000 (On incorporation - 10,000) Ordinary shares of £0.01 each
100
100


Page 32


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

22.


Reserves

Foreign exchange reserve

Translation differences arising due to the revaluation of subsidiaries with functional currencies different from that of the Company.

Profit and loss account

Retained earnings represent profit or losses of the current and prior years less dividends paid to the Company's shareholders. Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders.

Retained earnings include net unrealised gains of £3,759,000 arising on historic revaluations of the Group's development site. In accordance with the Companies Act 2006, this amount does not form part of the group's distributable reserves.

Page 33


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

23.
 

Business combinations

On 22 May 2025, the Company acquired a controlling interest in the 'Salamanca' group of companies

Acquisition of Salamanca Group Holdings (UK) Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
4,532
-
4,532

Investment land
8,288,511
-
8,288,511

Other investments
7,465
-
7,465

8,300,508
-
8,300,508

Current Assets

Work in progress
17,588,376
91,411,624
109,000,000

Debtors
5,675,335
-
5,675,335

Cash at bank and in hand
1,103,488
-
1,103,488

Total Assets
32,667,707
91,411,624
124,079,331

Creditors

Due within one year
(14,969,965)
-
(14,969,965)

Deferred taxation
(1,816,260)
(22,852,906)
(24,669,166)

Total Identifiable net assets
15,881,482
68,558,718
84,440,200


Non-controlling interests
(15,043,509)

Negative goodwill
(27,655,731)

Total purchase consideration
41,740,960

Consideration

£


Cash
40,969,538

Directly attributable costs
771,422

Total purchase consideration
41,740,960

Page 34


 
SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

23.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
40,969,538

Directly attributable costs
771,422

41,740,960

Less: Cash and cash equivalents acquired
(1,103,488)

Net cash outflow on acquisition
40,637,472


24.


Pension commitments

During the period the Group made payments of £56,977 to money purchase pension schemes on behalf of its employees.

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SALAMANCA INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

25.


Related party transactions

Material balances and transactions with related parties were as follows:

30 September
2025
£

Debtor balances (Group)


Salamanca Group LLP
5,976,890

S R Kedar
1,708,631

Wildfox Resorts Afan Valley Limited
302,400

Pathfinder AI Limited
138,108

A loan of £228,857 to The Clean Growth Leadership Network Limited was waived during the period.

30 September
2025
£

Creditor balances (Group)


Brilliant Future Limited
2,536,091

M J Bellamy
245,373

MJB Capital Limited
87,221

Salamanca Capital Partners LLP
82,950

In addition the Company acquired certain shares in Salamanca Group Holdings (UK) Limited from the following:

30 September
2025
£



M J Bellamy
4,513,293

Brilliant Future Limited
2,502,665

The above are linked through directorships and/or common shareholdings.


26.


Controlling party

Salamanca Investments Limited is under the control of M J Bellamy and S R Kedar.

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