The directors present the strategic report for the year ended 31 January 2026.
Knowlesway Limited was incorporated on 27th November 2020. It commenced to trade on 26th October 2021 when it acquired the whole issued share capital of Acepark Limited, now known as FI Property Group Limited, so what had previously been known as the Acepark group became the Knowlesway group.
Strategy and Business Model
The old Acepark group operated for many years in a number of business sectors largely with property at its core but on 3rd February 2020 it sold its shareholding in Pro Investments Limited, Lea Valley Limited and Wildmoor (Hull) Limited. The first two companies own a portfolio of commercial property and the third one owns a large multi-let shopping centre, though in a secondary location. The proceeds from the disposal of the three companies were on deferred terms on which interest is earned. The disposal left the group with only the property portfolio owned by Toys “R” Us Properties (UK) Limited, which was being disposed of over time, and the other major companies in the group providing services to third party managed portfolios. FI Facilities Management Limited manages the provision of services to the tenants in the various properties owned by third parties. The company also oversees capital expenditure programmes at various locations. FI Real Estate Management Limited operates as a property and asset manager for various properties owned by third parties. FI Construction Limited undertakes development projects on properties and sites owned by third parties. Solutus Advisors Limited operates as a primary servicer of loans. In addition an existing trading business owns and operates a retail outlet under the Bygone Times banner. In 2024 the Group acquired Brunel Unit Trust which owns the Brunel Shopping Centre which has 520,000 square feet of retail space in the centre of Swindon. This acquisition represented the Group’s move back into owning commercial property, the value of the site is now £14,500,000.
The strategy and business model of the Company is to continue to build up skills acquired over many years of trading within the commercial property market on the group’s own property portfolio, to put these at the disposal of note holders and other interested parties whose underlying properties have not performed as expected and to provide them with a solution to their current problems. It is accepted that opportunities for such work have reduced and the Company is now focused on managing third party portfolios financed under normal lending arrangements.
By way of background the cost of the investment in the Acepark Group when acquired on 26th October 2021 was £151M with loan notes of £150M issued to the previous owner of Acepark Limited. A large proportion of the consideration is interest free and repayable at £5M per year and so in accordance with FRS 102 the cost has been amended to reflect the fair value at acquisition and the liability has been discounted to its net present value at acquisition - further information can be found in Note 18. There is a notional interest charge of 5% made each year in the accounts relating to the adjustment under FRS 102. In addition the goodwill relating to the acquisition is £4M to be amortised over 10 years.
Turning to the group results for the current year sales increased to £90,272,989 from £77,762,085 in the previous year. The current year has seen an increase in sales across the three property services companies as capital expenditure programmes and repairs on property owned by third parties have increased to levels seen in the past. Sales for the property services companies have increased by £8M due to this. In particular sales at FI Construction Limited which undertakes development projects on behalf of third parties have increased by nearly £3M to £26M. This was partly due to the completion of the next tranche of development projects. The new Botany Bay Asset Management sub group saw sales increase by nearly £3M to over £10M in the year. Finally there was a full year’s income from Brunel Unit Trust compared to four months in the previous year; sales increased by £2M due to this. The increase in sales of over £12M has resulted in an increase in gross profit. This has increased to £32,108,259 from £26,195,255 in the previous year. Despite increased sales of capital expenditure and development projects which have a much lower margin than the rest of the Group’s businesses enjoy, the sales mix has moved to more higher margin sales which has driven the increase in gross profit. There has been an increase in administrative expenses driven wholly by the impact of new or recently acquired subsidiaries. Administrative expenses amounted to £21,601,086 in the year compared to £18,225,107 in the previous year. This increase was due to administrative expenses incurred by Brunel Unit Trust and the Botany Bay Asset Management group. In the case of the former the previous year only included four months of expenses due to the date when it was acquired. Gross profit has increased by more than administrative expenses, as a result of this EBITDA has increased to £10,507,173 in the year compared to £7,970,148 in the previous year. Management and the directors consider this to be a better method of assessing the result for the year. Also EBITDA is being used as a measure of assessing the performance of the Group. This is because there are a number of charges relating to acquisition accounting that are non-cash, these are the goodwill amortisation and interest charge on the deferred consideration on the acquisition of the Group. Goodwill amortisation was £400,000 (2025: £400,000) and impairment was £52,404,071 in 2024. The interest charge relating to the loan notes was £3,765,064 in the year compared to £5,145,976 in the previous year. Interest receivable on the deferred terms from selling subsidiaries in 2020 amounted to £7,416,735 compared to £6,909,186 in the previous year. In the previous year the acquisition of Brunel Unit Trust had an impact on the numbers included in the profit and loss account. Following the acquisition of Brunel Unit Trust, the subsidiary's balance sheet included borrowings of £22,400,000 and accrued interest on this loan of £31,591,053. It was agreed after acquisition that these amounts would be waived and thus both amounts have been credited back to reserves. Offsetting this credit was the write off of goodwill amounting to £52,404,071 arising on the acquisition of Brunel Unit Trust; further information can be found in Note 4. All this means that the group has made a profit before taxation of £10,547,670 in the year compared to £7,685,768 in the previous year. Due to the availability of various tax allowances across the group there was a reduced level of corporation tax payable on the result for the year, this amounted to £352,444 compared to £34,836 in the previous year.
An earlier part of the Strategic Report explained the acquisition accounting undertaken by the Knowlesway Group. Due to the terms of the consideration payable on acquisition resulting in a long term loan upon which no interest is payable, a discounting of the consideration has been accounted for in accordance with Section 11 of FRS 102. Note 18 sets out more detail, but the impact of this discounting has been to recognise a reduction in the amount payable on inception of the loan of £53,088,850. As the discount on this loan unwinds, interest will be charged through the profit and loss account. Should the consideration be repaid earlier than the expected repayment profile, the charge arising on the unwinding of the discount will be charged to the profit and loss account as a finance cost.
At 31st January 2026 the group had net assets of £104,951,996 with goodwill of just over £2M. At January 2025 net assets were £94,756,770 with goodwill of less than £3M.
The group statement of cash flows shows that £3,372,236 of cash was generated in the year resulting in an increase in the various bank balances to £15,268,976. The bank balances remain healthy and it is believed that there are sufficient monies to fund future working capital and loan repayments.
The directors have identified the principal risks and uncertainties affecting the group:
Special Servicing Mandates – it is unlikely that the Group will be awarded fresh mandates to manage distressed portfolios given the difficulty in changing the servicer. This means that income streams from that source will not appear in the future. Solutus Advisors continues to concentrate on building up the Primary Servicing arm to a level where that income stream now achieves a profit.
High Street Retail – the Group manages a number of shopping centres and owns one site. There are major issues with retail given the impact of internet shopping on the High Street. At the same time High Street Retail suffers from increasing business rates as well as increased labour costs for employees. Shopping centres are generating sufficient free cash flow from rental income to pay interest, but if there is a serious deterioration in rental income it will put at risk the fees earned from the management of these portfolios. The Group is working on solutions in an attempt to ensure fee income remains secure.
Development Projects – FI Construction Limited, a subsidiary company, is to continue undertaking development projects on third party sites. These third parties will require funding to be obtained to finance the development and demand from potential tenants to justify the individual projects. As such there needs to be a benign economic climate where long term investment decisions can be taken by companies who are confident about their future so deciding to lease new premises.
Economic Outlook – The Economy continues to struggle with the unemployment rate rising and taxes increasing leading to lower disposable incomes. There is also uncertainty in Industry brought about by the recent change in Prime Minister. Whilst interest rates have reduced slightly they are near a high compared to levels over the last 15 years, this could have some impact on demand for properties by tenants and prospective tenants. The Group continues to organise itself to adjust working capital and costs in line with actual business levels in order to protect its cash flow. The Group has sufficient cash reserves so is able to implement the necessary measures. Working capital is closely monitored, especially to ensure the timely collection of debtors. The third-party companies with which the Group trades continue to invest in their property portfolios to retain and attract tenants.
Details of future developments are included in the other sections of the strategic report.
The directors make the following statement of compliance with their duty to promote the success of the Company as required under Section 172(1) (a) to (f) of the Companies Act 2006 in the financial period ended 31st January 2026. The stakeholders of the business include employees, customers and suppliers to the business. The directors consider that they have acted in good faith to promote the success of the Company on behalf of the stakeholders in relation to the matters set out in Section 172 of the Act. The directors monitor and review strategic objectives against long term growth plans. Regular reviews are held across key business areas covering financial performance, risks and opportunities, Health & Safety, Human Resources and operations. The Group’s performance and progress are reviewed regularly at department and board meetings.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 January 2026.
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group's operations expose it to a variety of financial risks that include debt management risk, credit risk, liquidity risk and interest rate risk. The group has in place risk management systems that seek to limit any adverse effects on the financial performance of the group by continuously monitoring these risk areas.
Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the board of directors are implemented by the group's finance department.
The directors will revisit the appropriateness of this policy should the group's operations change in size or nature.
The group's policy is to consult and discuss with employees matters likely to affect employees' interests. Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
The auditor, MHA, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the Company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
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.
We have audited the financial statements of Knowlesway Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise 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 material accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
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 and 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
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.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;
Enquiries with management about any known or suspected instances of fraud;
Review of minutes of board meetings;
Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls;
Assessing management's significant judgements and estimates as set out in note 2;
Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries;
Reviewing the systems for recording revenue, and auditing the risk of fraud in revenue by testing a sample of transactions recorded within the accounts for evidence of occurrence.
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 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 profit for the year was £1,455,488 (2025: £204,505 profit).
Knowlesway Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Canal Mill, Botany Brow, Chorley, PR6 9AF.
The group consists of Knowlesway Limited and all of its subsidiaries.
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 the revaluation of certain investment assets at fair value. The principal accounting policies adopted are set out below.
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 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Knowlesway Limited together with all entities controlled by the parent company.
All financial statements are made up to 31 January 2026. 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.
At the time of approving the financial statements, the directors have considered the company's financial position and performance as well as that of the wider group.
The directors have prepared projections to cover at least the twelve months following the approval of the financial statements as well as considering obligations falling due over the next twelve months. The projections indicate that the group will have sufficient resources to meet their obligations as they fall due.
Based on the above, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Turnover and contract costs in respect of construction contracts are recognised by reference to the stage of completion of contract activity at the reporting date where the outcome of the contract can be estimated reliably. Stage of completion is determined by reference to externally certified valuations of work performed where these provide a reliable measure of contract progress. Provision is made for anticipated contract losses as soon as they are foreseen.
Turnover from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
Rent receivable is recognised in the accounting period to which it relates.
During the prior year, the Group acquired The Brunel Unit Trust, Brunel Holdings Limited and Brunel Investments Limited (together known as "the Brunel Group") for £1. At the date of acquisition, the net liabilities of the Brunel Group was £52,404,070.
Upon acquisition, there was the initial recognition of goodwill of £52,404,071. An impairment review was undertaken and the whole amount of goodwill initially recognised was impaired.
At the date of the acquisition of The Brunel Unit Trust, this entity's balance sheet included borrowings of £22,400,000 and accrued interest on this loan of £31,591,053 which was a significant element of the net liability position and consequently the goodwill arising. After the acquisition, a waiver of these obligations was signed. As a result, these amounts were released, resulting in a credit to the profit and loss account of £53,991,053 which was shown as an exceptional item in the prior year.
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.
Note a
For assets owned by Botany Aviation Limited - 15% on written down value and 10% on costs less residual value
For assets owned by FI Real Estate Management Limited - Based on directors' assessment of the carrying value at the period end
For assets owned by FI Construction Limited - 12.5% straight line (assuming 15% residual value of new assets)
In the parent company financial statements, investments in subsidiaries 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.
Other fixed asset investments represents assets held for investment purposes. These are measured at fair value at each year end with investment gains and losses shown as other comprehensive income. The cumulative gain on the investments is included in the revaluation reserve. These investments were disposed of in the year ended 31 January 2026.
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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the 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.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
Exceptional items
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
As set out in accounting policy 1.6 above, the directors have assessed and continue to assess the carrying value of goodwill and have set amortisation and impairment policies relevant to the nature of the goodwill.
At the balance sheet date, management review each contract individually based on the total contract value, the amounts invoiced up to the year end, the costs incurred up to the year end and the expected post year end costs to complete the contract.
Based upon the above information, management estimate the expected profit on a contract and will include an element of profit on the contract at the year end by reference to the stage of completion of each contract at the balance sheet date.
Actual contract outcomes may therefore differ from estimates made at the reporting date.
Management review the expected recoverability of amounts due and make provision where necessary. The provisions are reviewed annually and where provisions are no longer required they are credited back to the profit and loss account.
Included within other creditors is a liability that constitutes a financing transaction and as such the debt has been discounted at a market rate of interest.
Upon inception of the debt, the directors considered both the market rate of interest and the expected repayment profile. For the purposes of calculating the net present value of the liability a rate of interest of 5% and a repayment profile of £5m per year were assumed.
Further details can be found in note 18.
Prior year - release of other borrowings
During the prior year, the Group acquired The Brunel Unit Trust, Brunel Holdings Limited and Brunel Investments Limited (together known as "the Brunel Group") for £1. At the date of acquisition, the net liabilities of the Brunel Group was £52,404,070.
Upon acquisition, there was the initial recognition of goodwill of £52,404,071. An impairment review was undertaken and the whole amount of goodwill initially recognised was impaired, as shown in the operating profit note.
At the date of the acquisition of The Brunel Unit Trust, this entity's balance sheet included borrowings of £22,400,000 and accrued interest on this loan of £31,591,053 which was a significant element of the net liability position and consequently the goodwill arising. After the acquisition, a waiver of these obligations was signed. As a result, these amounts were released, resulting in a credit to the profit and loss account of £53,991,053 which was shown as an exceptional item.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Other interest includes £3,765,064 (2025: £5,145,976) representing the interest charge relating to the non-basic financial instrument detailed in note 18.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
Investment property comprises properties held to earn rental income and for capital appreciation. The directors have reviewed the carrying valuation of the investment properties and believe that the valuation in the accounts is a fair reflection of their fair value at the year end.
As part of this review, for one of the properties the directors have considered the most recent external valuation carried out as at 10 March 2026 by Project and Co, who are not connected with the group, as well as the current leases in place and property occupancy.
The carrying value of land and buildings comprises:
Other unlisted investments comprise commodities which have been acquired for financial gain. These assets are externally valued by a professional valuer of these commodities, and any gain or loss during the year has been recognised in the accounts. The investments were disposed of in the year ended 31 January 2026.
Details of the company's subsidiaries at 31 January 2026 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Bygone Times Trading Limited (company registration number 04427144) and Bygone Times Rents Limited (company registration number 04445452) have taken the exemption in Section 479A of the Companies Act 2006 ("the Act") from the requirements in the Act for their individual accounts to be audited. The guarantee given by the company under Section 479A of the Act is disclosed in note 28.
The Company acquired the entire share capital of Acepark Limited from Mr T J P Knowles, a director, for £150,000,000 in October 2021. As part of the acquisition, £120,000,000 of the amount payable was on deferred terms with no interest payable on the outstanding balance.
The directors considered the requirements of Section 11 of FRS102 and concluded that this constituted a financing transaction and as such the debt has been discounted at a market rate of interest.
Upon inception of the debt, the directors considered both the market rate of interest and the expected repayment profile. For the purposes of calculating the net present value of the liability a rate of interest of 5% and a repayment profile of £5m per year were assumed.
The result was that on inception the Company recognised a discount to net present value of £53,088,850 which has been credited to the goodwill cost to reflect the present value of consideration to acquire the share capital of Acepark Limited. The Company will recognise an interest charge over the term of the loan. In the period ended 31 January 2026 an interest charge of £3,033,610 (2025: £3,183,765) has been recognised relating to this instrument.
Should the Company settle the consideration earlier than the expected repayment profile, the charge arising on the unwinding of the discount will be charged to the profit and loss account as a finance cost. In the current year there has been an additional charge of £731,454 (2025: £1,962,211) to reflect the fact that an additional £1,229,401 (2025: £3,149,059) was repaid over the £5,000,000 expected to be paid.
At 31 January 2026, the total amount recognised within other creditors relating to this liability is £58,207,872 (2025: £60,672,209) with £2,089,609 (2025: £1,966,392) included within creditors due within one year and the balance being included within creditors due in greater than one year. The undiscounted liability remaining at 31 January 2026 was £89,422,247 (2025: £95,651,648).
Included within other debtors for the group and company is £114,065,402 (2025: £117,205,541) relating to amounts owed on loans made by the company. Repayment is not expected within one year but the terms of the loans stipulate that they are repayable on demand and therefore are shown within current assets. Interest is charged on the loans and included within interest receivable.
Other loans include a balance of £4,062,000 (2025: £4,062,000) which is secured on a property held in a subsidiary. Mr T Knowles, a related party, has provided an unlimited personal guarantee in respect of the borrowings. Interest is payable monthly and charged at base rate plus 4.99%. The capital is due for repayment in October 2034.
Hire purchase liabilities, which represent amounts payable by the group for certain assets, are secured on the assets to which they relate.
Deferred tax assets and liabilities are offset where the group or parent company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes, stated at 25%.
The estimated deferred tax liability in respect of accelerated capital allowances at the period end is £3,349,626 (2025: £2,048,405) which has been offset to £nil by the availability of tax losses.
The directors, on the basis that it is prudent, have provided for deferred tax on losses only to the extent of any liability arising on accelerated capital allowances and other timing differences.
The group has not finalised its capital expenditure programme for the next financial year and therefore an assessment as to the likely movement of timing differences cannot reasonably be made.
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.
In order for the company's subsidiaries Bygone Times Trading Limited and Bygone Times Rents Limited to take the audit exemption in Section 479A of the Companies Act 2006, the company has guaranteed all outstanding liabilities of these subsidiaries at 31 January 2026 until those liabilities are satisfied in full.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In accordance with FRS 102, Section 33 'Related Party Transactions', transactions with other group undertakings owned 100% within the group have not been disclosed in these financial statements.
During the year the group had sales of £58,913,471 (2025: £52,444,378), interest receivable of £7,416,735 (2025: £6,900,094), and purchases of £435,412 (2025: £283,578) to or from companies with a common director. At the year end a total of £147,538,697 (2025: £149,744,579) was due from these companies, and a total of £9,866,726 (2025: £12,749,146) was due to these companies.
During the year the group made sales of £91,733 (2025: £47,521) to a director. At the year end £115 (2025: £7,119) was due from a director and included in trade debtors.
At the year end the group and company owed £89,422,247 (2025: £95,651,648) to a director. This liability represents a non-basic financial instrument and so has been discounted to its net present value which at 31 January 2026 was £58,207,872 (2025: £60,672,209). Further information has been provided in note 18. The amount payable is secured by a fixed and floating charge over the assets of the company.
At 31 January 2024 the amount owed to the company by the director was £612,891. During the previous year interest of £9,092 was charged on the loan balance, and repayments of £621,983 were made by the director to repay the balance in full. At 31 January 2025 and 31 January 2026 the amount owed to the company by the director was £nil. The maximum amount due to the company by the director during the previous year was £621,983.
The ultimate controlling party is the trustees of The Knowles Discretionary Settlement 2021.