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Registered number: 16307918













THIS IS GRAVITY GROUP HOLDINGS II LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2025


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

 
COMPANY INFORMATION


Directors
M J Bellamy (appointed 11 March 2025)
S R Kedar (appointed 26 September 2025)




Registered number
16307918



Registered office
58 Grosvenor Street

London

W1K 3JB




Independent auditors
Warrener Stewart
Chartered Accountants & Statutory Auditors

Harwood House

43 Harwood Road

London

SW6 4QP






 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 


CONTENTS



Page
Directors' Report
 
1 - 2
Independent Auditors' Report
 
3 - 5
Statement of Comprehensive Income
 
6
Balance Sheet
 
7
Statement of Changes in Equity
 
8
Notes to the Financial Statements
 
9 - 13



 
THIS IS GRAVITY GROUP HOLDINGS II 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 11 March 2025)
S R Kedar (appointed 26 September 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

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'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's auditors are aware of that information.

Auditors

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

Page 1


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

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

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





................................................
S R Kedar
Director

Date: 24 September 2026

Page 2


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THIS IS GRAVITY GROUP HOLDINGS II LIMITED

Opinion

We have audited the financial statements of THIS IS GRAVITY GROUP HOLDINGS II LIMITED (the 'Company') for the period ended 30 September 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 Company's affairs as at 30 September 2025 and of its loss 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 Company 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 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 3


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THIS IS GRAVITY GROUP HOLDINGS II 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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 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:

∙Because of the relatively simple business model, there are comparatively few unexpected fluctuations in the
reported results and balances and any unexpected items would be specifically enquired into by us; and
∙There is a number of individuals which comprise "management" and therefore there is no single individual
who is likely to be able to override controls to effect fraudt extent the audit was considered capable of detecting irregularities, including fraud.
 
Page 4


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THIS IS GRAVITY GROUP HOLDINGS II LIMITED (CONTINUED)


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:
 
∙The review of control accounts and journal entries for large, unusual or unauthorised entries;
∙The analytical reviow of the dotailed profit and loss account for unexpected variances or items that foll outside our understanding of the business: and
∙Obtaining and reviewing a list of connected persons and entities and reviewing ledgers for undisclosed related party transactions.
 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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: 
24 September 2026
Page 5


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

30 September
2025
Note
£

  

Turnover
  
-

Gross profit
  
-

Administrative expenses
  
(369,486)

Operating (loss)/profit
  
(369,486)

Interest payable and similar expenses
  
(1,213,096)

(Loss)/profit before tax
  
(1,582,582)

Tax on (loss)/profit
  
-

(Loss)/profit for the financial period
  
(1,582,582)

There were no recognised gains and losses for 2025 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025.

The notes on pages 9 to 13 form part of these financial statements.

Page 6


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
REGISTERED NUMBER:16307918


BALANCE SHEET
AS AT 30 SEPTEMBER 2025

2025
Note
£

Fixed assets
  

Investments
 4 
21,110,000

  
21,110,000

Current assets
  

Debtors: amounts falling due within one year
 5 
4,520,614

  
4,520,614

Creditors: amounts falling due within one year
 6 
(27,213,096)

Net current (liabilities)/assets
  
 
 
(22,692,482)

  

Net (liabilities)/assets
  
(1,582,482)


Capital and reserves
  

Called up share capital 
  
100

Profit and loss account
  
(1,582,582)

  
(1,582,482)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2026.




S R Kedar
Director

The notes on pages 9 to 13 form part of these financial statements.

Page 7


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 


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


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(1,582,582)
(1,582,582)


Contributions by and distributions to owners

Shares issued during the period
100
-
100


At 30 September 2025
100
(1,582,582)
(1,582,482)

The notes on pages 9 to 13 form part of these financial statements.

Page 8


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

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

1.


General information

This is Gravity Group Holdings II Limited is a private company limited by shares and incorporated in England and Wales. Its principal activity is that of a holding company. The address of its principal place of business is 58 Grosvenor Street, London, Greater London, England, W1K 3JB.

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 management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 29 Income tax paragraphs 29.28(b) and 29.29. This is an exemption from certain disclosures in relation to Pillar Two model rules where an entity is, or expects to be, within the scope of the Pillar Two legislation. The exemption is dependent on equivalent disclosures being made in the consolidated financial statements. It is not an exemption from all Pillar Two model rules and disclosures. Qualifying entities are still required to provide disclosures in accordance with paragraph 29.26 (g) and 29.28(a) if Pillar two model rules are applicable;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Salamanca Investments Limited as at 30 September 2025 and these financial statements may be obtained from 58 Grosvenor Street, London, W1K 3JB.

Page 9


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Going concern

The Company is the investing party in a sub-group involved in development of a substantial site.   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 This is Gravity 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

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.

 
2.5

Borrowing costs

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

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

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.

 
2.8

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 10


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

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

3.


Employees

The average monthly number of employees, including the directors, during the period was as follows:


     30 September
        2025
            No.






2


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
21,110,000



At 30 September 2025
21,110,000





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

This is Gravity Holdings Limited
England
England
60%
This is Gravity Limited *

England
England
60%

* = indirect shareholding


5.


Debtors

2025
£


Amounts owed by group undertakings
3,850,060

Other debtors
15

Prepayments and accrued income
670,539

4,520,614

Page 11


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

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

5.Debtors (continued)



6.


Creditors: Amounts falling due within one year

2025
£

Bank loans
27,213,096


The following liabilities were secured:

2025
£



Bank loans
27,213,096

Details of security provided:

The above amount is secured by a fixed and floating charge over the company and the group's assets and business undertakings.

Page 12


 
THIS IS GRAVITY GROUP HOLDINGS II LIMITED
 

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

7.


Controlling party

Salamanca Investments Limited is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at 30 September 2025. The consolidated financial statements of Salamanca Investments Limited can be obtained from 58 Grosvenor Street, London, W1K 3JBP.

Salamanca Investments Limited is controlled  by M J Bellamy and S R Kedar.

 
Page 13