REG - Conygar Investmnt Co - Preliminary Results
20/01/2026 07:00
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RNS Number : 5114P Conygar Investment Company PLC(The) 20 January 2026
20 January 2026
The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to be in the
public domain.
THE CONYGAR INVESTMENT COMPANY PLC
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
SUMMARY
· Net asset value ("NAV") decreased in the year by £19.5 million to
£41.6 million (70.2p per share; 2024: 103.0p per share). However, these
results do not incorporate the £15.1 million profit realised from the sale of
the Group's land holding in Rhosgoch, Anglesey shortly after the balance sheet
date, which after tax equates to an additional 23.9p per share.
In accordance the Group's accounting policy for trading and development
properties, as dictated by UK-adopted international accounting standards,
Rhosgoch has been reported at 30 September 2025 at its historical cost of
£3.3 million compared with the net proceeds of £18.4 million received on
completion of the sale on 7 November 2025. In order to present an alternative
position for the Group, we have included within the "group net asset summary"
table below additional columns to adjust the actual results reported at 30
September 2025, for the post tax NAV and price per share impact from the sale
of Rhosgoch.
· The £19.5 million NAV decrease reported for the year was derived
primarily from a £17.5 million write down in the carrying value of the
Group's properties at The Island Quarter in Nottingham ("TIQ"). In addition,
the Group incurred £7.3 million of net operational, administrative and debt
financing costs (including £1.8 million of depreciation charges) and realised
profits of £5.3 million from the sale of its development and trading assets.
· Cash deposits amounted to £3.2 million (5.3p per share) at 30
September 2025, boosted after the year end by the £18.4 million net proceeds
received from the sale of Rhosgoch.
· Bank borrowings decreased in the year by £7.8 million to £48.0
million at 30 September 2025.
· Credit approval has been received from Barclays Bank PLC
("Barclays"), after the balance sheet date, to extend the development loan
facility until 23 December 2026. This will enable the further letting and
stabilization of the Winfield Court over the coming year.
· Winfield Court occupancy at 81%, a 27% uplift from the previous
academic year, generating net operating income, before debt financing costs,
of £2.7 million.
· Sales completed for various development and trading properties,
including the Virgin Active gym at TIQ and the land holding and seabed at
Holyhead Waterfront, realising net profits in the year of £5.3 million.
· Transfer completed of the operational management for the restaurant
and events venue at 1 The Island Quarter ("1 TIQ") to Rhubarb Food Design
("Rhubarb") to enable the further expansion of the food, beverage and events
offering at TIQ.
Group net asset summary
2025 2024 2025
Actual Actual Adjusted
£'m Per share £'m Per share £'m Per share
Properties 93.1 156.2 117.9 197.7 108.2 181.5
Cash 3.2 5.3 4.7 7.8 3.2 5.3
Borrowings (48.0) (80.5) (55.9) (93.6) (48.0) (80.5)
ZDP shares (5.6) (9.3) (4.9) (8.3) (5.6) (9.3)
Other net liabilities (0.8) (1.5) (0.4) (0.6) (1.6) (2.9)
Net assets attributable to shareholders 41.9 70.2 61.4 103.0 56.2 94.1
Non-controlling interests (0.3) (0.5) (0.3) (0.5) (0.3) (0.5)
Net assets 41.6 69.7 61.1 102.5 55.9 93.6
The adjusted results, provided in italics on the far right of the table above,
reflects the actual results for the year, as presented in this preliminary
announcement, but revised to reflect the impact on the Group's NAV and pence
per share were the Group's landholding at Rhosgoch reported instead at the net
proceeds of £18.4 million received on 7 November 2025 compared with the
historical cost valuation of £3.3 million as required at 30 September 2025,
for this asset reported as inventory, to ensure compliance with the UK-adopted
international accounting standards. With the applicable standard requiring the
Group's trading and development properties to be reported at the lower of cost
and net realisable value.
Robert Ware, chief executive commented:
"The outlook for UK commercial real estate in 2026 is cautiously positive with
expectations of stabilization and modest recovery driven by falling inflation,
recent cuts in interest rates, returning capital, supply constraints and
rental growth.
Whilst the market remains challenging and uncertain, and our cash flows remain
restrictive, improving investor confidence and the increasing demand for
quality, sustainable assets should ensure that opportunities evolve to enable
the realisation of improved returns from and further development progression
at The Island Quarter over the coming years."
Enquiries:
The Conygar Investment Company PLC
Robert Ware: 0207 258 8670
David Baldwin: 0207 258 8670
Panmure Liberum Limited (nominated adviser and broker)
Chris Clarke: 0203 100 2185
Jamie Richards: 0203 100 2185
Temple Bar Advisory (public relations)
Alex Child-Villiers: 07795 425580
Sam Livingstone: 07769 655437
Chairman's & chief executive's statement
Progression and market update
We began 2025 with a relatively positive outlook derived from inflationary
pressures having eased, interest rates projected to fall, and the economic
environment having become more stabilised. However, the impact throughout 2025
of weak business investment, driven by high uncertainty and costs as a result
of unpredictable US policy changes, fiscal decisions taken by the UK
government and a perpetually challenging geopolitical environment have
continued to negatively impact an already subdued real estate investment
market.
Against this challenging backdrop we have focussed our attention on
stabilising, by way of asset sales and debt reduction, the activities and cash
flows of the Group whilst continuing to seek out opportunities to enable the
further advancement of our mixed-use development site at TIQ.
Results summary
The Group incurred a loss in the year of £19.5 million substantially derived
from a £17.5 million reduction in the property carrying values for TIQ. Net
operational, administrative and debt financing costs amounted to £7.3 million
(including depreciation charges of £1.8 million) as we continue the
transition of our consented development plots at TIQ to income-producing
assets. These losses were partly offset by combined net profits of £5.3
million realised from the sale of our landholdings at Holyhead Waterfront and
Parc Cybi, both in Anglesey and the Virgin Active gym located at TIQ.
As set out above, the requirements of the Group's adopted accounting policies,
as defined by the UK-adopted international accounting standards, do not allow
for an uplift in value at 30 September 2025 of the Group's landholding at
Rhosgoch above historical cost. Rather, the land is reported at its cost of
£3.3 million compared to the net proceeds, received in November 2025 of
£18.4 million. Were Rhosgoch to have been reported in these financial
statements at its net sale price, the loss for the year, after adjusting for
tax, would have reduced to £5.2 million and the net assets of the Group
increased by £14.3 million to £55.9 million, equating to a 23.9p per share
uplift.
The decline in values for both the developed and undeveloped plots at TIQ
arose primarily from a current expectation of lower revenues and higher
operating costs, than was previously envisaged. This has been highlighted in
the year by the dampened returns currently being achieved from our Winfield
Court student accommodation and 1 TIQ food, beverage and events venues, both
in Nottingham. This negative sentiment has been further compounded by
perpetually increasing construction costs, following an extended period of
inflation, and the Chancellor's decision to substantially increase both the
minimum wage and employer's national insurance contributions for an already
stretched hospitality sector.
Whilst these write downs are unwelcome, such valuations tend to be volatile
and highly sensitive to small changes in the underlying assumptions of key
parameters, such as rental levels, net initial yields, construction costs,
finance costs and void periods. As the economic situation improves and
interest rates reduce, we would expect to see a rebound in values.
Winfield Court comprises 693-beds of high-quality student accommodation
incorporating a gym, cinema room and sky lounge. For the current academic
year, the number of students in occupation has increased to 559 (81%
occupancy) compared with 371 (54% occupancy) for the previous year.
Furthermore, the net operating income anticipated for the coming year has
increased from £1.5 million to £2.7 million. Whilst these returns and
occupancy rates are below our fully stabilised targets they have arisen from a
combination of factors. These include the much-publicised measures, introduced
in January 2024, to tighten the issue of student visas which has materially
impacted the number of overseas students attending UK universities in the
current year. Furthermore, competing local student accommodation providers,
including the universities themselves, continue to offer unexpectedly
competitive rental and incentives packages thereby restricting current rental
growth.
However, the underlying fundamentals for purpose-built student accommodation
remain relatively strong. Continuing healthy demand for higher education and
expectations of future rental growth as a result of recent supply constraints,
derived in Nottingham primarily from construction costs currently exceeding
investment values, support the anticipated uplift in investment activity for
this sector over the coming years. As such, we would anticipate a further
increase in lettings and net operating income for the next academic year.
At 1 TIQ, in order to expand our food, beverage and events operations, target
improved returns, and benefit from their extensive experience in the
hospitality sector, we have entered into an initial ten-year management
agreement with Rhubarb. The TUPE arrangements, to transfer the employment of
the existing management team from the Group to Rhubarb, were completed on 31
August 2025 with full operational control granted to Rhubarb from 1 October
2025. Rhubarb will be remunerated by way of a revenue sharing arrangement,
which as a replacement for the former management team, will be cost neutral in
the short term. However, further cost savings are envisaged by way of the
improved purchasing power of the Rhubarb procurement team. As a result of
these arrangements, the Group's revenue, operational and administrative costs
are expected to substantially reduce in the next financial year with future
returns from 1 TIQ reported, with effect from 1 October 2025, by way of the
Group's profit share entitlement as defined in the management agreement.
Following Rhubarb's appointment, arrangements are also being progressed for
the further expansion of the current offering at 1 TIQ to incorporate both a
roof top terrace and improved events provision. Furthermore, in order to drive
revenue growth and mitigate the high operational costs at TIQ we are looking
at options, including the possible use of the existing warehouses, to increase
the capacity for our well attended events and would hope to have further news
in that regard over the coming year.
Cash deposits and debt financing
The cash deposits of the Group have decreased in the year by £1.5 million to
£3.2 million at 30 September 2025. The net proceeds generated from asset
sales, which amounted to £13.3 million, have been utilised to reduce the
borrowings from Barclays and ASK and fund the Group's operational and debt
financing costs. In addition, the material cash injection, after the balance
sheet date, from the sale of Rhosgoch has enabled a further reduction to the
Group's borrowings and provided additional funding to maintain the future
operational activities of the Group.
The Barclays development loan was restructured in March 2025 to extend the
final repayment date to 23 December 2025 and enable the further stabilisation
of our student accommodation development at Winfield Court. The revised terms
included a reduction in the total facility from £47.5 million to £43.6
million, an increase in the loan to value ("LTV") covenant from 60 per cent to
62 per cent and a reduction in the interest rate margin from 3.25 per cent to
2.0 per cent, offset by the inclusion of a £0.5 million exit fee.
Moreover, on 19 December 2025, credit approval has been received from Barclays
to further restructure the development loan to extend the final repayment date
from 23 December 2025 to 23 December 2026. The revised terms also include the
reduction of the total loan facility from £43.6 million to £38.8 million by
way of a £3.9 million loan repayment and cancellation of the £0.9 million
undrawn facility. In addition, the Group will provide 1 TIQ as additional
security such that the loan to value covenant will be reduced to no more than
60%.
In September, the Group repaid £6.6 million of the £12 million loan provided
by ASK following the sale of the Virgin Active gym. The remaining £5.4
million was repaid in November 2025 by way of part of the net proceeds
received from the sale of Rhosgoch to leave the undeveloped land at TIQ
unencumbered.
Dividend
The Board recommends that no dividend is declared in respect of the year ended
30 September 2025. More information on the Group's dividend policy can be
found within the strategic report.
Share buy-back authority
The Board will seek to renew the buy-back authority of 14.99% of the issued
share capital of the Company at the forthcoming AGM as we consider the
buy-back authority to be a useful capital management tool and will continue to
use it, as our cash flows allow, when we believe the stock market value
differs too widely from our view of the intrinsic value of the Company.
Outlook
The outlook for UK commercial real estate in 2026 is cautiously positive with
expectations of stabilization and modest recovery driven by falling inflation,
recent cuts in interest rates, returning capital, supply constraints and
rental growth.
Whilst the market remains challenging and uncertain, and our cash flows remain
restrictive, improving investor confidence and the increasing demand for
quality, sustainable assets should ensure that opportunities evolve to enable
the realisation of improved returns from and further development progression
at The Island Quarter over the coming years.
N J
Hamway
R T E Ware
Chairman
Chief executive
Strategic report
The Group's strategic report provides a review of the business for the
financial year, discusses the Group's financial position at the year end and
explains the principal risks and uncertainties facing the business and how we
manage those risks. We also outline the Group's strategy and business model.
Strategy and business model
The Conygar Investment Company PLC ("Conygar") is an AIM quoted property
investment and development group dealing in UK property. Our strategy is to
maximise, for the benefit of our shareholders, the returns from our property
assets driven by the provision of high quality, sustainable and community
enhancing developments.
The business operates two major strands, being property investment and
property development, primarily at TIQ In order to enable the further
advancement of TIQ we will look to either release capital by way of plot sales
to third party operators or seek to raise substantial amounts, either as
debt or from joint ventures, to enable our pipeline of development projects
and are continuing discussions in that regard.
Position of the Group at the year end
The Group net assets as at 30 September 2025 may be summarised as follows:
Group net asset summary
2025 2024 2025
Actual Actual Adjusted
£'m Per share £'m Per share £'m Per share
Properties 93.1 156.2 117.9 197.7 108.2 181.5
Cash 3.2 5.3 4.7 7.8 3.2 5.3
Borrowings (48.0) (80.5) (55.9) (93.6) (48.0) (80.5)
ZDP shares (5.6) (9.3) (4.9) (8.3) (5.6) (9.3)
Other net liabilities (0.8) (1.5) (0.4) (0.6) (1.6) (2.9)
Net assets attributable to shareholders 41.9 70.2 61.4 103.0 56.2 94.1
Non-controlling interests (0.3) (0.5) (0.3) (0.5) (0.3) (0.5)
Net assets 41.6 69.7 61.1 102.5 55.9 93.6
The adjusted results, provided in italics on the far right of the table above,
reflects the actual results for the year, as presented in these financial
statements, but revised to reflect the impact on the Group's NAV and pence per
share were the Group's landholding at Rhosgoch reported instead at the net
proceeds of £18.4 million received on 7 November 2025 compared with the
historical cost valuation of £3.3 million as required at 30 September 2025,
for this asset reported as inventory, to ensure compliance with the UK-adopted
international accounting standards. With the applicable standard requiring the
Group's trading and development properties to be reported at the lower of cost
and net realisable value.
The Group's balance sheet comprises property assets and cash deposits
totalling £96.3 million as at 30 September 2025, offset by borrowings and
other liabilities of £54.4 million. Borrowings comprise a development loan
from Barclays, secured against Winfield Court, which amounted to £42.7
million (net of prepaid finance costs) at the balance sheet date and £5.3
million (net of prepaid finance costs) from ASK secured against the remainder
of TIQ.
The Barclays development loan enabled the Group to complete the development of
Winfield Court, and its planned extension and restructuring after the balance
sheet date, will allow for the further letting and stabilization of this asset
over the coming academic year. The sale in the year of the Virgin Active gym
enabled the part repayment of the ASK loan in September 2025 with the balance
repaid in November 2025 by way of part of the proceeds received from the sale
of Rhosgoch.
Key performance indicators
The key measures considered when monitoring progress towards the Board's
objective of providing attractive shareholder returns include the headway made
during the year on its development and investment property portfolio, the
returns from and occupancy levels achieved at its operational properties, the
movements in net asset value per share, levels of uncommitted cash and its
monitoring of and performance against its ESG targets.
The chairman's and chief executive's statement provides a summary on the
financial performance and progress made during the year on the Group's
property assets, further details of which are set out in this strategic
report. Matters considered by the audit committee and remuneration committee
are set out in the corporate governance section of the annual report. The
Board's approach and responsibilities in connection with environmental, social
and governance matters are set out in the ESG section of the annual report.
The other key performance measures are considered below.
Winfield Court, 1 TIQ and investment properties under construction
Winfield Court, 1 TIQ and the Group's investment properties under construction
were valued by Knight Frank LLP, in their capacity as external valuers, as set
out below:
2025 Per share 2024 Per share
£'m p £'m p
Winfield Court 65.0 109.0 70.5 118.2
1 TIQ 6.8 11.3 11.1 18.7
Land and buildings for future development 17.7 29.8 25.6 42.8
Total 89.5 150.1 107.2 179.7
As a result of a continuing competitive local lettings market, incorporating
offers of heavily discounted rents and abnormally high incentives packages,
compounded by a significant reduction in the number of international students
attending UK universities, primarily a result of changes to the UK visa
regime, the occupancy and net operating income achieved for the current
academic year remains below that originally anticipated. This shortfall, in
addition to inflation driven increases to operating costs, has led to a write
down in the carrying value for Winfield Court as at 30 September 2025.
However, given the high-quality offering from this development, the improving
year on year occupancy rates and the continuing strong investor sentiment for
student accommodation, we remain optimistic for its future prospects and are
actively progressing early lettings for the next academic year.
1 TIQ, which has now been operational for just over three years, continues to
be very well received by the local community, generating revenues in excess of
£5 million per annum. However, the profitability achieved to date for that
venue has been below our original expectations, compounded over the last
financial year by a material uplift in employers national insurance
contributions plus two further above inflation minimum wage increases. As
such, the valuation for the current year has been reduced to reflect the
current levels of returns.
However, we are increasingly optimistic that the appointment of Rhubarb to
manage the food, beverage and events operations, not only at 1 TIQ but for the
wider site, will continue to drive revenues whilst providing material cost
savings by way of their increased purchasing power. Furthermore, the planned
expansion and improvements to the current offering, including the targeted
opening in the spring of a roof top terrace and the possible expansion of
operations into the onsite warehouses will, we anticipate, significantly
improve the future returns from this venue and the wider TIQ site.
With regards to the Group's undeveloped land at TIQ, the impact throughout
2025 of high construction and debt financing costs, subdued investor
sentiment, minimal local rental growth and the lack of development progression
across the wider site have resulted in a further reduction to the carrying
value of this land during the year.
However, the recent cautious optimism for UK commercial real estate, falling
inflation, our targeted expansion of the hospitality provision on the wider
TIQ site and supply constraints from a reduction in development activity over
recent years should ensure a marked improvement in both the values of and
opportunities for this land over the coming years.
Development and trading properties
2025 Per share 2024 Per share
£'m p £'m p
Rhosgoch 3.30 5.5 2.50 4.2
Holyhead boatyard 0.34 0.6 0.33 0.6
Holyhead Waterfront - - - -
Virgin Active gym, TIQ - - 7.50 12.6
Parc Cybi - - 0.38 0.6
Total 3.64 6.1 10.71 18.0
As set out above, the Company's land holding at Rhosgoch has been reported at
30 September 2025 at its historical cost of £3.3 million reflecting an uplift
in the year of £0.8 million. However, the land was sold in November 2025, for
net proceeds of £18.4 million, to a wholly owned subsidiary of Stena Line
Ports (UK) Limited realising a further profit, to be recognised in the next
financial year, of £15.1 million.
In September 2024, the Group settled a claim for unpaid rent due from one of
its tenants whereby the arrears outstanding of £0.34m were settled by way of
a transfer to the Company of a boatyard and surrounding land adjoining our
formerly owned development site in Holyhead. The boatyard is operational,
currently storing circa 120 boats, and generating gross annual rents, before
operational costs, of approximately £200,000 per annum. As part of the
settlement agreement, the Group has granted a 3-year lease of the boatyard, at
a peppercorn rent, to the same tenant whereby the funds generated over the
3-year term will be utilised by the tenant in the removal and clean-up of
previously damaged pontoons. On expiry of the lease, the Company will take
occupation of and receive the full benefit of the future income generated from
the boatyard.
In March 2025, the Group disposed of its development land and adjoining seabed
at Holyhead Waterfront to Stena for gross proceeds of £6.25 million. As a
result of planning delays, in addition to increased finance and construction
costs, the value of Holyhead was fully written down at 30 September 2023. This
has resulted in a profit of £6.2 million being realised in the current year.
The site occupied by the Virgin Active gym at TIQ was sold to Monoprop
Limited in September 2025 for net proceeds, after sales fees and rental top up
payments, of £6.5 million to realise a loss in the year of £1.0 million. The
net proceeds were utilised to part repay the loan from ASK against which the
property was secured.
The Group's land holding at Parc Cybi was sold to Stena in March 2025 for
gross proceeds of £0.5 million to realise a profit in the year of £0.1
million.
Financial review
Net asset value
The net asset value decreased in the year by £19.5 million to £41.6 million
at 30 September 2025 which equates to 70.2p per share (2024: 103.0p per
share). The primary movements were a net £17.5 million write down in the
carrying value of the Group's properties at TIQ, net operational and
administrative costs of £7.3 million, including depreciation charges of £1.8
million and £5.5 million of debt financing costs, partly offset by £5.3
million of profits realised from the Group's development and trading
properties.
Cash flow and financing
At 30 September 2025, the Group held cash deposits of £3.2 million.
Borrowings comprised £42.7 million drawn from Barclays out of the £43.6
million development loan facility and £5.4 million from ASK. In addition, the
Group had in issue 5 million ZDP shares of £1 each (2024: cash of £4.7
million, borrowings of £56.3 million and 5 million ZDP shares).
During the year, the Group generated £12.7 million from its operating
activities, including £13.3 million of net proceeds from the sale of Holyhead
Waterfront, Parc Cybi and the Virgin Active gym. The other primary cash
outflows were £1.5 million incurred on the Group's development and investment
properties, including settlement of the £0.9 million construction retention
for Winfield Court, £4.5 million of debt financing fees and £8.2 million of
net bank loan repayments following completion of the extension to the Barclays
development loan in March 2025 and the part repayment of the ASK loan in
September 2025. This has resulted in a net cash outflow for the year of £1.5
million.
Net income from operational property activities
This has been, and continues to be, a transitional period for the Group where,
having sold, over a number of years, the vast majority of its rent-producing
investment properties, to lock in, for the benefit of our shareholders, the
significant returns generated from those assets, we have utilised those funds
to progress the planning applications for, and construction of, both our owned
and targeted development projects. As such, the rental income for the Group
during the current and previous years has reduced from that historically
achieved. However, with both 1 TIQ and Winfield Court now more established and
fully operational, there has been a material uplift in rental and other income
during the year.
2025 2024
£'m £'m
Rental and other income 3.2 0.5
Restaurant and events income 5.3 5.4
Direct costs of rental income (2.0) (0.3)
Property mobilisation costs (0.2) (0.6)
Direct costs of restaurant and events income (3.9) (4.0)
2.4 1.0
Proceeds from property sales 13.4 -
Cost of property sales (8.0) -
Development costs written back 0.8 -
Net income arising from operational property activities 8.6 1.0
Administrative expenses
The administrative expenses for the year were £5.3 million, including £1.8
million of depreciation for the Group's property, plant and equipment assets
(2024: £4.6 million, including depreciation of £0.6 million.). Managing the
increased development and operations teams, in particular at 1 TIQ, required
an increase in the Group's overheads. However, following the transfer of
operations for 1 TIQ to Rhubarb, the administrative costs for the Group will
substantially reduce in the next financial year. Furthermore, the Board
continues to closely monitor these costs and have put into place arrangements
for their continued reduction.
Taxation
There is no current tax charge for either the current or prior years as the
Group has been loss making throughout that period.
Deferred tax, when applicable, is calculated at a rate of 25%, being the rate
that has been enacted or substantively enacted by the balance sheet date and
which is expected to apply when tax liabilities, resulting from unrealised
chargeable gains arising on revaluation of the Group's investment properties,
are projected to be settled. Following the reduction in values for the TIQ
property assets no deferred tax provisions are currently required.
Capital management
Capital risk management
The Board's primary objective when managing capital is to preserve the Group's
ability to continue as a going concern, in order to safeguard its equity and
provide returns for shareholders and benefits for other stakeholders, whilst
maintaining an optimal capital structure to reduce the cost of capital.
While the Group does not have a formally approved gearing ratio, the objective
above is actively managed through the direct linkage of borrowings to specific
property. The Group seeks, whenever possible, to ensure that secured borrowing
stays within agreed covenants with external lenders.
Treasury policies
The objective of the Group's treasury policies is to manage the Group's
financial risk, to secure as required the most cost-effective available
funding for the Group's operations and to minimise, for those matters it can
control, the adverse effects of fluctuations in the financial markets on the
value of the Group's financial assets and liabilities, reported profitability
and cash flows.
The Group finances its activities with a combination of bank loans, ZDP
shares, cash and short-term deposits. Other financial assets and liabilities,
such as trade receivables and trade payables, arise directly from the Group's
operations. The Group may also enter into derivative transactions to manage
its interest rate exposure. The main risks associated with the Group's
financial assets and liabilities are set out below, together with the policies
currently applied by the Board for their management.
The management of cash is monitored weekly with summary cash statements
produced on a monthly basis and discussed regularly in management and board
meetings. The approach is to provide sufficient liquidity to meet the
requirements of the business, and to fund potential developments and
acquisitions, with any surplus funds invested appropriately. At any point in
time, at least half of the Group's cash is held on instant access or
short-term deposit of less than 30 days.
Dividend policy
The Board recommends that no dividend is paid in respect of the year ended 30
September 2025 (2024: £nil).
The dividend policy is consistent with the overall strategy of the business:
namely to maximise returns from the sale or development of our property
assets.
The Board will continue to review the dividend policy each year. However, our
primary target is, and will continue to be where the real estate market
allows, the growth in net asset value per share.
Principal risks and uncertainties
Managing risk is an integral element of the Group's management activities and
a considerable amount of time is spent assessing and managing risks to the
business. Responsibility for risk management rests with the Board, with
external advisers used where necessary.
Strategic risks
Strategic risks are risks arising from an inappropriate strategy or through
flawed execution of a strategy that could threaten the future performance,
solvency or liquidity of the Group. By definition, strategic risks tend to be
longer term than most other risks and, as has been amply demonstrated in the
last few years, the economic and wider environment can alter quickly and
significantly. Strategic risks identified include global or national events,
regulatory and legal changes, market or sector changes and key staff
retention. All of which could impact the progression of and returns from our
property portfolio.
The Board continually monitors and discusses the potential impact that changes
to the environment in which we operate can have upon the Group. We are
confident we have sufficiently high-calibre directors and managers to manage
strategic risks.
Operational risks
Operational risks are essentially those risks that might arise from inadequate
internal systems, processes, resources or incorrect decision making. Clearly,
it is not possible to eliminate operational risk. However, by ensuring we have
the right calibre of staff and external support in place, we look to minimise
such risks, as most operational risks arise from people-related issues. Our
executive directors are very closely involved in the day-to-day running of the
business to ensure sound management judgement is applied.
Market risks
Market risks primarily arise from the possibility that the Group is exposed to
fluctuations in the values of, or income from, its cash deposits and other
financial instruments along with its properties and development projects. This
is a key risk to the principal activities of the Group and the exposures are
continuously monitored through timely financial and management reporting and
analysis of available market intelligence. Where necessary, management takes
appropriate action to mitigate any adverse impact arising from identified
risks.
The Group is not currently party to any derivative transactions to fix the
interest rate payable in connection with its loans from Barclays and ASK. This
is due to the short-term nature of these loans in addition to the high entry
fees which have been payable in connection with such products over recent
years.
Furthermore, given the current economic outlook and reducing inflation, the
Bank of England base rate is projected to reduce during the next financial
year which will help to mitigate interest rate risk in the short term.
As a result of the reduction in value of Winfield Court, the loan to value
("LTV") cover, as required by the Barclays development loan is in excess of
the covenant set out in the facility agreement. However, as at the date of
signing these financial statements, credit approval has been received from
Barclays for terms to restructure the loan and subject to completion of that
restructuring, rectify the LTV cover. As at the date of signing these
financial statements, the Group remains compliant with all of its other debt
covenants.
The measures, introduced in January 2024, to tighten the issue of student
visas has materially impacted the number of overseas students attending UK
universities in the current year such that lettings to date for Winfield Court
are below those originally anticipated. However, the Board is working closely
with its managing agent and other local and international agents to try and
mitigate the impact from these measures over the medium term.
Estimation and judgement risks
To be able to prepare accounts according to generally accepted accounting
principles, management must make estimates and assumptions that affect the
asset and liability items and revenue and expense amounts recorded in the
accounts. These estimates are based on historical experience and various other
assumptions that management and the Board believe are reasonable under the
circumstances. The results of these considerations form the basis for making
judgements about the carrying value of assets and liabilities that are not
readily available from other sources.
The key sources of estimation uncertainty that have a significant risk of
causing material adjustment to the carrying amounts of assets and liabilities
within the next financial year are the following:
Investment properties and properties held under the revaluation model
The fair values of investment properties and owner-occupied properties held
under the revaluation model are based upon open market value and calculated
using a third-party valuation provided by an appropriately qualified external
valuer. In preparing their valuation, Knight Frank have utilised market and
site-specific data, their own extensive knowledge of the real estate sector,
professional judgement and other market observations as well as information
provided by the Company's executive directors. Inevitably in a complex model
like this, variations in assumptions can lead to widely differing values.
Development properties
The net realisable value of properties held for development or sale requires
an assessment of the value for the underlying assets using property appraisal
techniques and other valuation methods including a review of other market
comparables. Such estimates, which consider location, planning status, market
demand, construction costs and anticipated profit margins are inherently
subjective with actual values only confirmed by way of sales transactions.
Financial assets and liabilities
The interest rate profile of the Group's cash deposits at the balance sheet
date was as follows:
30 Sep 25 30 Sep 24
£'000 £'000
Unsecured deposits 2,071 3,750
Performance bonds and other secured deposits 1,121 915
3,192 4,665
The Group's floating rate financial assets comprise cash, short-term
performance bonds and other secured deposits held with banks whose credit
ratings are acceptable to the Board. The interest rate profile of the Group's
bank borrowings is set out in note 19.
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty fails
to meet its contractual obligations. The Group's principal financial assets
include its financial interest in property assets, cash deposits and trade and
other receivables. The carrying amount of financial assets recorded in the
financial statements represents the Group's maximum exposure to credit risk
without taking account of the value of any collateral obtained.
In the event of default by an occupational tenant, the Group will suffer a
rental shortfall and incur additional costs.
The Directors continually monitor tenant arrears in order to anticipate, and
minimise the impact of, defaults by occupational tenants and if necessary,
where circumstances allow, will apply rigorous credit control procedures to
facilitate the recovery of trade receivables.
Under IFRS 9, the Group is required to provide for any expected credit losses
arising from trade receivables. For all assured shorthold tenancies, credit
checks are performed prior to acceptance of the tenant. Regulated tenants are
incentivised through the benefit of their tenancy agreement to avoid default
on their rent and rent deposits are held where applicable.
The Directors have provided for rental and other arrears due from various
tenants which amounts to £244,000 at 30 September 2025 (2024: £5,000).
Approximately £36,000 of which has been received at the date of signing these
financial statements with the balance remaining outstanding. The impaired
receivables are based on a review of expected credit losses. Impaired
receivables and receivables not considered to be impaired are not material to
the financial statements and, therefore, no further analysis is provided.
The credit risk on cash deposits is managed through the Company's policies of
monitoring counterparty exposure and the use of counterparties of good
financial standing. At 30 September 2025, the credit exposure from cash held
with banks was £3.2 million which represents 7.7% of the Group's net assets.
All cash deposits at the balance sheet date are placed with banks, whose
credit ratings are acceptable to the Board. Should the credit quality or the
financial position of the banks currently utilised significantly deteriorate,
unsecured cash deposits would be moved to alternative banks.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group seeks to manage its
liquidity risk by ensuring that sufficient cash is available to meet its
foreseeable needs. The cash deposits of the Group amounted to £3.2 million at
30 September 2025, boosted in November 2025 by the net proceeds received from
the sale of Rhosgoch. Furthermore, the Board will look to boost these deposits
in the coming year by way of property leasing, asset sales, third party
investment or other equity issues.
Section 172 statement
Directors' duty to promote the success of the Company under Section 172
Companies Act 2006
The strategic report is required to include a statement that describes how the
directors have had regard to the matters set out in section 172(1) (a) to (f)
of the Companies Act 2006 when performing their duty under section 172. Some
of the matters identified in Section 172(1) are already covered by similar
provisions in the QCA Code and have thus been previously reported by the
Company in the corporate governance statement, the corporate governance report
and the QCA statement of compliance on our website. In order to avoid
unnecessary duplication, the relevant parts of those documents are identified
below and are to be treated as expressly incorporated by reference into this
strategic report. Under section 172 (1) of the Companies Act 2006, each
individual director must act in the way he considers, in good faith, would be
the most likely to promote the success of the Company for the benefit of its
members as a whole, and in doing so have regard (amongst other matters) to six
matters detailed in the section. In discharging their duties, the directors
seek to promote the success of Conygar for the benefit of members as a whole
and have regard to all the matters set out in Section 172(1), where applicable
and relevant to the business, taking account of its size and structure and the
nature and scale of its activities in the commercial property market. The
following paragraphs address each of the six matters in Section 172(1) (a) to
(f).
(a) The likely consequences of any decision in the long term: The commercial
property market is cyclical by nature. Investing in commercial property is a
long-term business. The decisions taken must have regard to long-term
consequences in terms of success or failure and managing risks and
uncertainties. The directors cannot expect that every decision they take will
prove, with the benefit of hindsight, to be the best one - external factors
may affect the market and thus change conditions in the future, after a
decision has been taken. However, the Group's investment decisions are
undertaken by a Board with a wide range of experience, over many years, in
both the property and finance sectors.
(b) The interests of the Company's and Group's employees: The Company has five
full-time employees, including the chief executive, two property directors and
the finance director. These executive directors sit on the Board with the
non-executive directors. Up until the transfer of the employment for the 1 TIQ
team to Rhubarb on 31 August 2025, the Group also managed a workforce to
support its operations at TIQ, all of which were employed by a wholly-owned
group company. The commitment of the Board to its employees is set out in the
ESG section of the annual report.
(c) The need to foster the Company's business relationships with suppliers,
customers and others: The directors have regularly reported in the Company's
annual reports on the constructive relationships that Conygar seeks to build
with its tenants and the mutual benefits that this brings to both parties; and
this reporting has been extended over the past two years following Principle 4
of the QCA Code to include suppliers and others. This is therefore addressed
under Principle 4 in the QCA compliance statement. In recent years, it has
been vital to foster our business relationships with tenants given external
factors, such as political and economic
uncertainty.
(d) The impact of the Company's operations on the community and the
environment: This is also addressed under Principle 4 of the QCA Code in the
QCA compliance statement. Due to its size and structure and the nature and
scale of its activities, the Board considers that the impact of Conygar's
operations as a landlord on the community and the environment is low. With the
exception of 1 TIQ and Winfield Court, Conygar's assets are used by its
tenants for their own operations rather than by Conygar itself. In the past
year, the Company has not been made aware of any tenant operations that have
had a significant impact on the community or the environment. In relation to 1
TIQ and Winfield Court, as well as ongoing and future planned developments,
Conygar seeks to ensure that designs and construction comply with all relevant
environmental standards and with local planning requirements and building
regulations so as not to adversely affect the community or the environment. As
the Group's owner occupied and managed properties continue to expand, the
Board will continue to monitor its potential increased impact on the community
and the environment. Further details of this are set out in the ESG section of
the annual
report.
(e) The desirability of the Company maintaining a reputation for high
standards of business conduct: This is addressed under Principles 6 to 8 of
the QCA Code in the corporate governance statement and in the QCA compliance
statement. The Board considers that maintaining Conygar's reputation for high
standards of business conduct is not just desirable - it is a valuable asset
in the competitive commercial property market.
(f) The need to act fairly as between members of the Company: The Company has
only one class of Ordinary shares, thus those shareholders have equal rights
and, regardless of the size of their holding, every shareholder is, and always
has been, treated equally and fairly. Relations with shareholders are further
addressed under Principles 3 and 10 of the QCA Code in the corporate
governance report and the QCA compliance statement. We have been reviewing how
we communicate with shareholders and are encouraging shareholders to adopt
electronic communications and proxy voting in place of paper documents where
this suits them, as well as to raise questions in writing if they are unable
to attend AGMs.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 September 2025
Note Year ended Year ended
30 Sep 25 30 Sep 24
£'000 £'000
Rental income 11/12/14 3,092 549
Restaurant and events income 5,327 5,367
Other income 95 25
Proceeds on sale of development and trading properties 13,375 -
Revenue 21,889 5,941
Direct costs of rental income 1,983 318
Direct cost of restaurant and events income 3,893 3,956
Property mobilisation costs 169 623
Costs on sale of development and trading properties 8,034 -
Development costs (written back) / written off 14 (803) 53
Other project costs written 15 1,414
off
Direct costs 13,291 6,364
Gross profit / (loss) 8,598 (423)
Fair value adjustment of property 11 (9,581) (2,704)
Fair value adjustment of investment properties 12 (7,958) (25,597)
under construction
Administrative expenses (5,270) (4,565)
Operating 3 (14,211) (33,289)
loss
Finance 6 (5,474) (994)
costs
Finance 6 138 331
income
Loss before taxation (19,547) (33,952)
Taxation 8 - -
Loss and total comprehensive charge for the year (19,547) (33,952)
Attributable to non-controlling interests 1 (283)
Attributable to shareholders of the Company (19,548) (33,669)
Basic and diluted loss per share 10 (32.78)p (56.46)p
All of the activities of the Group are classed as continuing.
CONSOLIDATED Statement of Changes in Equity
for the year ended 30 September 2025
Capital redemption reserve Non-
£'000
controlling interests
Share capital £'000 Retained earnings
£'000 Total equity £'000
£'000
Total
£'000
Group
Changes in equity for the
year ended 30 September 2024
At 1 October 2023 2,982 3,928 88,162 95,072 - 95,072
Loss for the year - - (33,669) (33,669) (283) (33,952)
Total comprehensive - - (33,669) (33,669) (283) (33,952)
charge for the year
At 30 September 2024 2,982 3,928 54,493 61,403 (283) 61,120
Changes in equity for the
year ended 30 September 2025
At 1 October 2024 2,982 3,928 54,493 61,403 (283) 61,120
Loss for the year - - (19,548) (19,548) 1 (19,547)
Total comprehensive - - (19,548) (19,548) 1 (19,547)
charge for the year
At 30 September 2025 2,982 3,928 34,945 41,855 (282) 41,573
CONSOLIDATED BALANCE SHEET
at 30 September 2025
Note 30 Sep 2025 £'000 30 Sep 2024
£'000
Non-current assets
Property, plant and equipment 11 72,271 82,599
Investment properties under construction 12 17,750 25,550
90,021 108,149
Current assets
Development and trading 14 3,638 10,710
properties
Inventories 15 - 95
Trade and other 16 4,171 3,140
receivables
Tax asset 28 28
Cash and cash equivalents 3,192 4,665
11,029 18,638
Total assets 101,050 126,787
Current liabilities
Trade and other 17 5,907 4,876
payables
Bank borrowings 19 48,013 44,236
53,920 49,112
Non-current liabilities
Provision for liabilities and charge 18 - -
Bank borrowings 19 - 11,614
ZDP shares 20 5,557 4,941
5,557 16,555
Total liabilities 59,477 65,667
Net assets 41,573 61,120
Equity
Called up share 21 2,982 2,982
capital
Capital redemption reserve 3,928 3,928
Retained earnings 34,945 54,493
Equity attributable to shareholders of the Company 41,855 61,403
Non-controlling interests (282) (283)
Total equity 41,573 61,120
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 September 2025
Note Year ended 30 Sep 25 £'000 Year ended
30 Sep 24
£'000
Cash flows from operating activities
Operating loss (14,211) (33,289)
Fair value adjustment of investment properties held for construction 12 7,958 25,597
Fair value adjustment of property 11 9,581 2,704
Development costs (written back) / written off 14 (803) 53
Other project costs written off - 1,414
Loss on sale of plant and equipment 13 -
Profit on sale of development and trading properties (5,341) -
Depreciation of property 11 1,295 262
Depreciation of plant and equipment 11 479 366
Cash flows from operations before changes in working capital (1,029) (2,893)
Decrease in inventories 95 15
Increase in trade and other receivables (1,031) (2,659)
Additions to development and trading properties - (6,711)
Net proceeds from sale of development and trading properties 13,280 -
Increase in trade and other payables 1,365 2,243
Net cash flows generated from / (used in) operations 12,680 (10,005)
Cash flows from investing activities
Additions to investment properties (471) (26,209)
Additions to property, plant, machinery and office equipment (1,041) (315)
Finance income 6 138 331
Cash flows used in investing activities (1,374) (26,193)
Cash flows from financing activities
Drawdown of bank loans 20 1,364 38,287
Repayment of bank loans 20 (9,607) -
Bank loan arrangement fees (84) (616)
Gross proceeds from issue of ZDP shares 21 - 5,000
ZDP arrangement fees - (660)
Interest paid (4,452) (3,824)
Cash flows (used in) / generated from financing activities (12,779) 38,187
Net (decrease) / increase in cash and cash equivalents (1,473) 1,989
Cash and cash equivalents at 1 October 4,665 2,676
Cash and cash equivalents at 30 September 3,192 4,665
NOTES TO THE ACCOUNTS
for the year ended 30 September 2025
1. The financial information set out in this announcement is abridged and
does not constitute statutory accounts for the year ended 30 September 2025
but is derived from the financial statements. The auditors have reported on
the statutory accounts for the year ended 30 September 2025, their report was
unqualified and did not contain statements under sections 498(2) or (3) of the
Companies Act 2006, and these will be delivered to the registrar of companies
following the Company's annual general meeting. The financial information has
been prepared using the recognition and measurement principle of IFRS.
2. The comparative financial information for the year ended 30 September
2024 was derived from information extracted from the annual report and
accounts for that period, which was prepared under IFRS and which has been
filed with the UK registrar of companies. The auditors have reported on those
accounts, their report was unqualified and did not contain statements under
section 498 (2) or (3) of the Companies Act 2006.
3. Operating LOSS
Operating loss is stated after charging: 30 Sep 25 30 Sep 24
£'000 £'000
Audit of the Company's consolidated and individual financial statements 52 50
Audit of subsidiaries, pursuant to legislation 88 84
Depreciation of property, plant and equipment 1,774 628
4. PARTICULARS OF EMPLOYEES
The aggregate payroll costs were: Year ended 30 Sep 25 £'000 Year ended 30 Sep 24 £'000
Wages and salaries 3,400 3,551
Social security costs 321 312
Other pension costs 35 34
3,756 3,897
The weighted average monthly number of persons, including executive directors,
employed by the Group during the year was 120 (2024: 119) of which, 116 (2024:
113) were employed to operate and manage the restaurant and events venue at 1
TIQ. As set out in the chairman's and chief executives report, following the
completion of the TUPE process on 1 September 2025, the employment of the 1
TIQ staff was transferred on that date from a group undertaking to Rhubarb.
5. DIRECTORS' EMOLUMENTS
Year ended Year ended
30 Sep 25 30 Sep 24
£'000 £'000
Basic salary and total emoluments 1,040 1,036
Emoluments of the highest paid director 275 400
The Board, being the key management personnel, comprises the only persons
having authority and responsibility for planning, directing and controlling
the activities of the Group.
6. FINANCE COSTS AND FINANCE INCOME
Year ended Year ended
Finance costs 30 Sep 25 30 Sep 24
£'000 £'000
Bank loan interest 4,332 3,803
Bank loan commitment fees 25 155
Bank loan management and monitoring fees 11 34
Accrued capital entitlement of ZDP shares 490 446
Amortisation of bank loan / ZDP shares arrangement fees 616 1,282
Total finance costs 5,474 5,720
Capitalisation of finance costs (note 12) - (4,726)
Net finance costs 5,474 994
Finance costs that were directly attributable to the construction of Winfield
Court or incurred to advance future phases at TIQ, comprising bank loan
interest, commitment fees, management fees, monitoring fees and amortised loan
arrangement fees, were capitalised in the prior year into investment
properties under construction. Finance costs, which for the current year are
all attributable to the operational activities of the Group and income
generating assets including Winfield Court and prior to its sale the Virgin
Active gym, are charged to the income statement.
Year ended Year ended
Finance income 30 Sep 25 30 Sep 24
£'000 £'000
Bank interest receivable 138 331
7. LEASES
Group as lessor:
The Group receives income from investment properties and existing
tenants located at several development sites. At 30 September 2025, the
minimum lease payments receivable under non-cancellable operating leases were
as follows:
30 Sep 25 30 Sep 24
£'000 £'000
Less than one year 4,398 3,312
Between one and five years 95 2,342
Over five years 7 12,029
4,500 17,683
The amounts above represent total rental income up to the next
tenant only break date for each lease.
The reduction during the year of total minimum lease payments
has resulted from the sale of the Virgin Active gym and Holyhead Waterfront.
Group as lessee:
IFRS 16 requires lessees to record all leases on the balance
sheet as liabilities, along with an asset reflecting the right of use of the
asset over the lease term, so long as they are not for a low value or less
than 12 months whereby the lease could be recognised as an expense on a
straight-line basis over the lease term.
The Group is party to an 18-month lease for office premises
with rent payable at £66,180 per annum. The lease, which expires on 30
September 2026, is of such a short term that the rent has been recognised as
an expense in the statement of comprehensive income on a straight-line basis.
8. TAX
Year ended Year ended
30 Sep 25 30 Sep 24
£'000 £'000
Current tax charge - -
Deferred tax credit - -
Total tax charge - -
The tax assessed on the loss for the year differs from the standard rate of
tax in the UK of 25% (2024: 25%). The differences are explained below:
Year ended Year ended
30 Sep 25 30 Sep 24
£'000 £'000
Loss before tax (19,547) (33,952)
Loss before tax multiplied by the standard rate of UK tax (4,887) (8,488)
Effects of:
Investment property revaluation not taxable 1,989 6,399
Property fair value adjustment not taxable 2,395 676
Other amounts not taxable 252 543
Utilisation of tax losses brought forward (1,545) (11)
Movement in tax losses carried forward 1,770 1,007
Expenses not deductible for tax purposes 27 24
Capital allowances utilised (1) (150)
Total tax charge for the year - -
Deferred tax asset
The Group will recognise a deferred tax asset for tax losses, held by group
undertakings, where the directors believe it is probable that such an asset
will be recovered. As at 30 September 2025, no tax losses are projected to be
utilised and as such no deferred tax assets have been recognised (2024:
£nil).
The Group has unused tax losses of £44.9 million at 30 September 2025 (2024:
£51.8 million).
Deferred tax liability - in respect of chargeable gains on properties
The directors have assessed the potential deferred tax liability of the Group
as at 30 September 2025 in respect of chargeable gains that would be payable
if the properties were sold at their financial year end valuations. Based on
the unrealised chargeable gains of £nil (2024: £nil) no deferred tax
liabilities have been recognised in the current or prior years.
Deferred tax assets and liabilities, when applicable, are calculated at a
corporation tax rate of 25% being the rate that had been enacted or
substantively enacted by each balance sheet date and projected to apply when
the liability is settled and the asset realised.
9. DIVIDENDS
No dividend will be paid in respect of the year ended 30
September 2025 (2024: nil).
10. LOSS PER SHARE
Loss per share is calculated as the loss attributable to
ordinary shareholders of the Company for the year of £19,548,000 (2024: loss
of £33,669,000) divided by the weighted average number of shares in issue
throughout each year of 59,638,588. There are no diluting amounts in either
the current or prior years.
11. PROPERTY, PLANT AND EQUIPMENT
Property
30 Sep 25 30 Sep 24
£'000 £'000
At the start of the year 81,650 14,000
Additions 976 116
Depreciation (1,295) (262)
Fair value adjustment (9,581) (2,704)
Reclassification from investment properties under construction (note 12) - 70,500
At the end of the year 71,750 81,650
Land and buildings are stated, at each balance sheet date, at the revalued
amounts less any depreciation or impairment losses subsequently accumulated.
Land is not depreciated. Depreciation on revalued buildings is recognised
using the straight-line basis and results in the carrying amount, less the
residual value, being expensed in profit or loss over the estimated useful
lives of 50 years.
As at 30 September 2025, Winfield Court and 1 TIQ were valued by Knight Frank
LLP in their capacity as external valuer. The valuations were prepared on a
fixed fee basis, independent of the property value and undertaken in
accordance with RICS Valuation - Global Standards on the basis of fair value,
supported by reference to market evidence of transaction prices for similar
properties. They assume a willing buyer and a willing seller in an arm's
length transaction and reflect usual deductions in respect of purchaser's
costs and SDLT as applicable at the valuation date. The independent valuer
made various assumptions including future rental income, operational costs and
the appropriate discount rate or yield. As such, the fair values have been
classified in all periods as Level 3 in the fair value hierarchy. Further
details of the valuation methodology are set out in note 12.
As at 30 September 2024, the Group's then operational student accommodation at
Winfield Court was reclassified, at fair value, from an investment property
under construction to property, plant and equipment. The fair value on
reclassification was derived from the 30 September 2024 valuation, as provided
by Knight Frank LLP.
The Group's revenue for the year includes £2,921,000 derived from property
leased out under operating leases (2024: £150,000).
Plant and equipment
30 Sep 25 30 Sep 24
£'000 £'000
Cost
At the start of the year 1,642 1,449
Additions 65 206
Disposals (46) (13)
At the end of the year 1,661 1,642
Depreciation
At the start of the year 693 332
Charge for the year 479 366
Disposals (32) (5)
At the end of the year 1,140 693
Carrying amount at the end of the year 521 949
During the current and prior years, the Group acquired
plant, machinery and office equipment required to both operate TIQ and provide
gym equipment for Winfield Court.
Depreciation is recognised to write off the cost of these
assets, over their estimated useful economic lives, using the straight-line
method at 25% per annum.
12. INVESTMENT PROPERTIES UNDER CONSTRUCTION
Freehold land and buildings
30 Sep 25 30 Sep 24
£'000 £'000
At the start of the year 25,550 96,350
Additions 158 21,771
Capitalisation of finance costs (note 6) - 4,726
Reclassification under finance lease (note 14) - (1,200)
Fair value adjustments (7,958) (25,597)
Reclassification to property, plant and equipment (note 11) - (70,500)
At the end of the year 17,750 25,550
Investment properties under construction comprise freehold land and buildings
at TIQ held for current or future development as investment properties and
reported in the balance sheet at fair value.
Valuations of the Group's investment properties under construction are
inherently subjective as they are based on assumptions which may not prove to
be accurate and which, as a result, are subject to material uncertainty. This
is particularly true for TIQ given its scale, lack of comparable evidence and
the early-stage position of this substantial development. As such, relatively
small changes to the underlying assumptions of key parameters, such as rental
levels, net initial yields, construction costs, finance costs and void periods
can have a significant impact both positively and negatively on the resulting
valuation, as has been evidenced in the current and prior years.
In preparing their valuation, Knight Frank have utilised market and
site-specific data, their own extensive knowledge of the real estate sector,
professional judgement and other market observations as well as information
provided by the Company's executive directors. The resulting models and
assumptions therein have also been reviewed for overall reasonableness by the
Conygar Board. Inevitably in a complex model like this, and as noted above,
variations in assumptions can lead to widely differing values.
The valuation was prepared on a fixed fee basis, independent of the property
value and undertaken in accordance with RICS Valuation - Global Standards on
the basis of fair value, supported by reference to market evidence of
transaction prices for similar properties. It assumes a willing buyer and a
willing seller in an arm's length transaction and reflects usual deductions in
respect of purchaser's costs and SDLT as applicable at the valuation date. The
independent valuer makes various assumptions including future rental income,
anticipated void costs and the appropriate discount rate or yield.
The fair values for TIQ have been determined using an income capitalisation
technique whereby contracted rent and market rental values are capitalised
with a market capitalisation rate. This technique is consistent with the
principles in IFRS 13 and uses significant unobservable inputs, such that the
fair values have been classified in all periods as Level 3 in the fair value
hierarchy as defined in IFRS 13. For TIQ, the key unobservable inputs are the
net initial yields, construction costs, rental income rates, construction
financing costs and expiry void periods. Net initial yields have been
estimated for the individual units at between 4.6% and 7.0%. and debt
financing rates, including arrangement fees, estimated to average 6.5% over
the construction period. Principal sensitivities of measurement to variations
in the significant unobservable outputs are that decreases in net initial
yields, construction costs, financing costs and void periods will increase the
fair value whereas reductions to rental income rates would decrease the fair
value.
As at 30 September 2024, the then operational, student accommodation at
Winfield Court was reclassified, at fair value, from an investment property
under construction to property, plant and equipment. The fair value on
reclassification was derived from the 30 September 2024 valuation, as provided
by Knight Frank LLP.
On 16 May 2024, a wholly owned subsidiary of the Company granted a 999-year
lease of the site occupied by the Virgin Active gym at TIQ to another wholly
owned subsidiary at a premium of £1.2 million, being the market value at the
time of transfer. As the lease covered a major part of the building's
anticipated economic life, and the present value of the residual interest was
insignificant, the lease was treated as a finance lease. As such, the
previously anticipated investment property was reported as disposed of at its
carrying value of £1.2 million and reclassified, in the prior year financial
statements, as a trading property being marketed for sale.
The historical cost of the Group's investment properties under construction as
at 30 September 2025 was £43,385,000 (2024: £43,227,000). The Group's
revenue for the year includes £42,000 derived from investment properties
under construction leased out under operating leases (2024: £78,000).
13. INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Listed below are the subsidiary undertakings of the Group as at 30 September
2025.
Country of % of
Company name Principal activity Registration equity held
Conygar Holdings Ltd** Holding company England 100%
Conygar ZDP PLC** Issuer of ZDP shares England 100%
Conygar Bristol Ltd** Property trading and development England 80%****
Conygar Haverfordwest Ltd** Property trading and development England 100%*
Conygar Holyhead Ltd** Property trading and development England 100%*
Conygar Nottingham Ltd** Property investment England 100%*
Nohu Limited** Property investment England 100%*
Conygar Developments Ltd** Dormant England 100%*
Conygar Wales PLC** Dormant England 100%*
The Island Quarter Student Property investment England 100%*
Property Company Ltd**
The Island Quarter Student Property operations England 100%*
Operating Company Ltd**
The Island Quarter Canal Turn Restaurant and events operations England 100%*
Operating Company Ltd**
The Island Quarter Dormant England 100%*
Management Company Ltd**
The Island Quarter Careers Ltd** Recruitment and human resources England 100%*
The Island Quarter Propco 3 Ltd** Property investment England 100%*
The Island Quarter Propco 4 Ltd** Dormant England 100%*
The Island Quarter Propco 5 Ltd** Dormant England 100%*
Lamont Property Holdings Ltd*** Holding company Jersey 100%*
Conygar Cross Hands Ltd*** Property investment Jersey 100%*
* Indirectly owned.
** Subsidiaries with the same registered office as the
Company.
*** Subsidiaries incorporated in Jersey with a registered office at 3(rd)
Floor, 44 Esplanade, St Helier, Jersey JE4 9WG.
**** 20% of the issued share capital in Conygar Bristol Limited is owned by
Urban & City Limited.
14. DEVELOPMENT AND TRADING PROPERTIES
30 Sep 25 30 Sep 24
£'000 £'000
At the start of the year 10,710 2,880
Additions (1) 4 6,683
Disposals (2) (7,879) -
Reclassification under finance lease (note 12) - 1,200
Development costs written back / (off) (3) 803 (53)
At the end of the year 3,638 10,710
1. On 16 May 2024, a wholly owned subsidiary of the Company acquired the
long-leasehold interest of the site occupied by Virgin Active gym, located at
TIQ, for £6.3 million including fees and taxes. The freehold of the site was
already owned by the Group, with the leasehold purchased from Wood Pension
fund.
On 10 September 2024, the Group settled a claim for unpaid rent due from one
of its tenants whereby the arrears outstanding of £0.33m were settled by way
of a transfer to the Company of a boatyard and surrounding land adjoining
Holyhead Waterfront. The boatyard is operational, currently storing circa 120
boats, and generating gross rents, before operational costs, of approximately
£200,000 per annum. As part of the settlement agreement, the Group has
granted a 3 year lease of the boatyard, at a peppercorn rent, to the same
tenant whereby the funds generated over that 3 year period will be utilised by
the tenant in the repair of previously damaged pontoons. On expiry of the 3
year lease, the Company will take occupation of and receive the full benefit
of the income generated from the boatyard.
2. The development site at Holyhead Waterfront, which was fully written
down in 2023, was sold in March 2025 for gross proceeds of £6.25 million.
The development site at Parc Cybi, which was reported at its historic cost of
£0.38 million, was sold in March 2025 for gross proceeds of £0.5 million.
The Virgin Active gym, located at TIQ, which was reported at its historic cost
of £7.50 million, was sold in September 2025 for gross proceeds of £6.75
million. The net proceeds received from the sale were utilised in part
repayment of the ASK loan.
3. Development and trading properties are reported in the balance
sheet at the lower of cost and net realisable value. The net realisable value
of properties held for development requires an assessment of the underlying
assets using property appraisal techniques and other valuation methods. Such
estimates are inherently subjective as they are made on assumptions which may
not prove to be accurate, and which can only be determined in a sales
transaction.
Included within development and trading properties as at 30 September 2025 is
the Group's development land at Rhosgoch reported at its cost of £3.3 million
(2024: net realisable value of £2.5 million). At the balance sheet date, the
Company was progressing discussions for the sale of Rhosgoch which
subsequently completed on 7 November 2025 for net proceeds of £18.4 million.
In line with IAS 2, the Group has written back a prior year impairment of
£0.8m in the current year financial statements, to reflect the historical
cost of the land, and will recognise a further profit of £15.1 million in the
next financial year.
The Group's revenue for the year includes £129,000 derived from development
and trading properties leased out under operating leases (2024: £321,000).
15. INVENTORIES
30 Sep 25 30 Sep 24
£'000 £'000
Food and drink - 95
The inventories owned by the Group on 1 September 2025 were sold to Rhubarb
following the transfer to them of the operational activities for 1 TIQ.
Inventories recognised as an expense up to the date of transfer were
£1,414,000 (2024: £1,463,000).
16. TRADE AND OTHER RECEIVABLES
30 Sep 25 30 Sep 24
£'000 £'000
Trade receivables 3,593 2,471
Other receivables 103 122
Prepayments and accrued income 475 547
4,171 3,140
Trade and other receivables are measured on initial recognition at fair value,
and subsequently measured at amortised cost using the effective interest rate
method, less any impairment. Impairment is calculated using an expected credit
loss model.
Trade receivables, as at 30 September 2025, includes £3.3 million (at 30
September 2024: £2.4 million) of rent charged annually in advance, to the
tenants at Winfield Court, to be collected by 4 instalments over the current
academic year.
17. TRADE AND OTHER PAYABLES
30 Sep 25 30 Sep 24
£'000 £'000
Amounts owed to group undertakings - -
Social security and payroll taxes 103 139
Trade payables 404 518
Other payables 457 413
Accruals and deferred income 4,943 3,806
5,907 4,876
Trade and other payables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective interest rate
method.
Deferred income, as at 30 September 2025, includes £4.3 million of deferred
rent (at 30 September 2024: £3.1 million), charged annually in advance to the
tenants at Winfield Court, to be collected by 4 instalments over the current
academic year.
18. PROVISION FOR LIABILITIES AND CHARGES
The Group was party to a services agreement in connection with TIQ. The date
for calculation of any fee payable under this agreement was extended until 30
June 2025. However, the reduction in value of the Group's property assets
resulted in no amount being payable and there has been no further extension to
the calculation date. As a result, no provisions are reported for the Group or
Company in either the current or prior years.
19. BORROWINGS
Barclays
30 Sept 2025 30 Sept 2024
Drawn £'000 Undrawn £'000 Total £'000 Drawn £'000 Undrawn £'000 Total £'000
At the start of the year 44,320 3,180 47,500 18,033 29,467 47,500
Cancelled in the year - (900) (900) - - -
Repaid in the year (3,000) - (3,000) - - -
Drawdown in the year 1,364 (1,364) - 26,287 (26,287) -
At the end of the year 42,684 916 43,600 44,320 3,180 47,500
Less unamortised arrangement fees (25) - (25) (84) - (84)
42,659 916 43,575 44,236 3,180 47,416
ASK
30 Sept 2025 30 Sept 2024
Drawn £'000 Undrawn £'000 Total £'000 Drawn £'000 Undrawn £'000 Total £'000
At the start of the year 12,000 - 12,000 - - -
New facility in the year - - - 12,000 - 12,000
Repaid in the year (6,607) - (6,607) - - -
At the end of the year 5,393 - 5,393 12,000 - 12,000
Less unamortised arrangement fees (39) - (39) (386) - (386)
5,354 - 5,354 11,614 - 11,614
Total borrowings
30 Sept 2025 30 Sept 2024
Drawn £'000 Undrawn £'000 Total £'000 Drawn £'000 Undrawn £'000 Total £'000
At the start of the year 56,320 3,180 59,500 18,033 29,467 47,500
Cancelled in the year - (900) (900) - - -
Repaid in the year (9,607) - (9,607) - - -
Drawdown in the year 1,364 (1,364) - 26,287 (26,287) -
New facility in the year - - - 12,000 - 12,000
At the end of the year 48,077 916 48,993 56,320 3,180 59,500
Less unamortised arrangement fees (64) - (64) (470) - (470)
48,013 916 48,929 55,850 3,180 59,030
On 23 March 2025, the development loan provided by Barclays was restructured
to extend the final repayment date of the loan from 23 March 2025 to 23
December 2025. This enabled the further letting and stabilisation of Winfield
Court, provided as security for the loan.
In addition, the total facility amount was reduced from £47.5 million to
£43.6 million, the loan to value ("LTV") covenant increased from 60 per cent
to 62 per cent and the interest rate margin payable on the loan reduced from
3.25 per cent to 2.0 per cent to be offset by the inclusion of a £0.5 million
exit fee.
As a result of the reduction in value of Winfield Court, the loan to value
("LTV") cover, as required by the Barclays development loan, is higher than
the covenant set out in the facility agreement. However, as at the date of
signing these financial statements, credit approval has been received from
Barclays for terms to restructure the loan and subject to completion of that
restructuring, rectify the LTV cover. As at the date of signing these
financial statements, the Group remains compliant with all other debt
covenants.
The terms of the loan restructuring enable the extension of the final
repayment date from 23 December 2025 to 23 December 2026, the inclusion of 1
TIQ as further security, such that the loan to value covenant can be reduced
to no more than 60%, and a £3.8 million part repayment. The interest rate
payable on the loan will remain at SONIA plus a margin of 2.0%. However, the
benefit of the reduced margin received over the past year and for the further
extended year will be offset by way of the inclusion of a £0.75m exit fee to
be settled on repayment of the loan.
The Company has provided cost overrun and interest shortfall guarantees of up
to £5 million in connection with the development facility. A capital
guarantee is also in place which could increase the guarantee by £2.5 million
if certain covenants are not met or the development facility is not repaid
when due.
On 16 November 2023, the Group entered into a £12 million loan facility with
ASK. The loan was for an initial term of two years with interest paid at the
Bank of England base rate plus a margin of 5.9 per cent. The funds were
utilised primarily to progress TIQ, including the acquisition in May 2024 of
the long-leasehold interest in the Virgin Active gym.
In September 2025, £6.6 million of the ASK loan was repaid by way of the net
proceeds received from the sale of the Virgin Active gym. The balance of £5.4
million was subsequently repaid, in November 2025, by way of part of the net
proceeds received from the sale of Rhosgoch.
Reconciliation of liabilities to cash flows from financing activities
30 Sep 25 30 Sep 24
£'000 £'000
Bank borrowings at the start of the year 55,850 17,200
Cash flows from financing activities:
Bank borrowings repaid (9,607) -
Bank borrowings drawn 1,364 38,287
Loan arrangement fees paid (84) (616)
Non-cash movements:
Amortisation of loan arrangement fees 490 1,013
Movement in loan arrangement fee liabilities - (34)
Total bank borrowings at the end of the year 48,013 55,850
Comprised of:
Current bank borrowings 48,013 44,236
Non-current bank borrowings - 11,614
Total bank borrowings at the end of the year 48,013 55,850
20. ZDP SHARES
30 Sep 25 30 Sep 24
£'000 £,000
At the start of the year 4,941 -
Net proceeds from the issue of 5 million ZDP shares - 4,226
Amortisation of issue costs 126 269
Accrued capital 490 446
At the end of the year 5,557 4,941
On 3 October 2023, the Group placed 5 million ZDP shares, at a price of £1.00
per ZDP share (the "issue price"). The ZDP shares have a life of five years
and a final capital entitlement of 153.86 pence per ZDP share payable on 4
October 2028 (the "ZDP repayment date"), equivalent to a gross redemption
yield of 9.0 per cent. per annum on the issue price.
The accrued capital entitlement of each ZDP share was 118.73p as at 30
September 2025 (108.93p at 30 September 2024).
The ZDP shares were admitted to the Official List of The International Stock
Exchange on 4 October 2023. The ISIN number of the ZDP Shares is GB00BMGBHD21
and the SEDOL code is BMH6RG9.
The fair value of the ZDP shares at 30 September 2025, based on the quoted bid
price at that date, was £5,695,000 (at 30 September 2024: £5,155,000).
The ZDP shares do not carry the right to vote at general meetings of the
Company, although they carry the right to vote as a class on certain proposals
which would be likely to materially affect their position.
As at 30 September 2025, the cover test covenant, which
requires 2 times cover for the ZDP shares in issue at each calculation date,
provided cover of 1.72 times. As such, if the Group intends, after the date of
signing these financial statements, to drawdown further amounts from bank loan
facilities, and the cover was expected to have remained below 2 times, a
special resolution would need to be passed by the ZDP shareholders to enable
those future drawdowns. However, as reported above, the cover ratio has
increased after the balance sheet date following the realisation of a £15.1
million profit from the sale of Rhosgoch in November 2025.
21. SHARE CAPITAL
Authorised share capital: 30 Sep 25 30 Sep 24
£ £
140,000,000 (2024: 140,000,000) Ordinary shares of 5p each 7,000,000 7,000,000
Allotted and called up:
No £'000
As at 30 September 2025 and 30 September 2024 59,638,588 2,982
22. CAPITAL COMMITMENTS
As at 30 September 2025, the Group had contracted capital commitments, not
provided for in the financial statements, of £926,000 (2024: £1,877,000) in
connection with the section 106 contribution payable in relation to Winfield
Court.
23. RELATED PARTY TRANSACTIONS
On 27 September 2023, The Company entered into a subscription
and shareholders' agreement, with Conygar Bristol Limited and Urban & City
Limited, which sets out the commercial terms and profit-sharing arrangements
in connection with the possible acquisition, redevelopment and sale of the
land at St Philips Marsh. The agreement included a requirement to pay an
introductory fee of £400,000, settled in October 2023, to Lavignac Securities
Limited for it having introduced this opportunity. Mr G S Miller-Cheevers, who
is a director of Conygar Bristol Limited, owns the entire issued share capital
and is the sole director of both Urban & City Limited and Lavignac
Securities Limited.
During the prior year Lavignac Securities Limited also charged £168,333 of
fees to the Group, in connection with services provided to progress TIQ and
Bristol, of which £15,000 was included within accruals as at 30 September
2024 and paid in November 2024.
24. FINANCIAL INSTRUMENTS
The following tables set out the Group's financial assets and
liabilities. The tables have been drawn up based on the undiscounted cash
flows of financial liabilities, based on the earliest date on which the Group
can be required to pay.
Financial assets - due within one year
30 Sep 25 30 Sep 24
£'000 £'000
Cash and cash equivalents 3,192 4,665
Trade receivables and accrued income 3,630 2,694
Other receivables (excluding VAT) 103 122
6,925 7,481
Trade receivables, as at 30 September 2025, includes £3.3 million (at 30
September 2024: £2.4 million) of rent charged annually in advance, to the
tenants at Winfield Court, to be collected by 4 instalments over the current
academic year.
Financial liabilities:
30 Sep 25 30 Sep 24
£'000 £'000
Amounts payable within one year:
Floating rate borrowings - (note 19) 48,013 44,236
Trade payables and other accrued expenses 1,593 1,989
49,606 46,225
Amounts payable between one and two years:
Floating rate borrowings - ASK (note 19) - 11,614
Amounts payable between two and five years:
ZDP shares 5,557 4,941
55,163 62,780
25. EVENTS AFTER THE BALANCE SHEET DATE
Credit approval was received from Barclays on 19 December 2025 to restructure
the terms of the development loan provided in connection with Winfield Court.
Further details of the approved terms are set out in note 19.
On 7 November 2025, the Company completed the sale of its land holding at
Rhosgoch, Anglesey to Rhosgoch Property Limited, a wholly owned subsidiary of
Stena Line (UK) Limited, for gross proceeds £18.5 million. As a result, the
Group was able to repay the remaining £5.4 million loan from ASK Partners
secured against 1 TIQ and the undeveloped plots at TIQ, leaving those assets
unencumbered. The Company will record a £15.1 million profit from the sale in
the next financial year in addition to £0.8 million realised in the current
financial year.
Having completed the TUPE arrangements on 31 August 2025 to transfer the
employment arrangements for operational staff at 1 TIQ to Rhubarb, the Group
entered into a management agreement with Rhubarb on 1 October 2025 enabling
them to take over, from the previous management team, the food, beverage and
events operations at TIQ for an initial term of 10 years. Rhubarb will be
remunerated through a revenue share arrangement, which is expected to be
cashflow neutral in the short term, with potential savings to be gained from
the experienced Rhubarb procurement team.
The report and accounts for the year ended 30 September 2025 will shortly be
available via the Company's website www.conygar.com (http://www.conygar.com)
or, as required, posted to shareholders and copies may be obtained free of
charge for at least one month following their posting by writing to the
company secretary, The Conygar Investment Company PLC, Brock House, 19 Langham
Street London W1W 7NY.
The Company's annual general meeting will be held at 10:30am on Tuesday, 3
March 2026 at the offices of The Conygar Investment Company PLC, Brock House,
19 Langham Street, London W1W 7NY.
The directors of Conygar accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Conygar (who have taken all reasonable care to ensure that such is the
case) the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
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