torsiongroup.co.uk

Revenue: 5,000,000 Size: 400GB | END OF THE LINE A company that builds homes and promises safety to its residents failed to protect the data of the people who trusted it. --- Torsion Group is a private construction and property development group based in Leeds, West Yorkshire, specialising in student accommodation, care homes, and residential apartment schemes. Archive scale: 401 gigabytes of corporate data. Inside: bank statements, construction contracts, tax correspondence, accounting ledgers, directors' passports, employee payroll records with National Insurance numbers, medical documents, HMRC letters about deferred payments and penalty threats, internal legal memoranda on insolvency, settlement agreements with subcontractors, and confidential correspondence about structural defects in completed and occupied buildings. The company's records spanning more than a decade. The Legal Director's passport sitting in a shared corporate folder . A confirmed 9,958 National Insurance numbers belonging to employees. Bank account details of individuals. Data on student tenants. Letters about structural defects in residential properties concealed from buyers. And a formal legal letter dated February 2026 stating: "Torsion is an insolvent company for the purpose of the Insolvency Act 1986" . On top of all this, the group's internal documents reveal that behind the public image of a reliable developer lies an operating loss of £5.5 million, a cash position that collapsed in a single month, four consecutive PAYE deferrals totalling £1.27 million, a Luxembourg financing structure on £21.1 million, and directors borrowing from their own company's cash at 15% interest — while subcontractors pursued them through the courts. This article presents only a portion of the data selected for publication. The full archive is intended to be published at a later date. --- Part I. Who They Are Group Structure Torsion Group is a private construction and property development group registered in Leeds, West Yorkshire. The group specialises in Purpose-Built Student Accommodation (PBSA), care homes, and Build-to-Rent (BTR) residential schemes. Sites are located across Leeds, Birmingham, Manchester, York, and Lincoln. In January 2024, the group underwent a corporate restructuring: a new apex holding company, Torsion Group Holdco Limited , was incorporated, into which the three directors transferred their controlling interests. This created an additional layer of corporate separation between the beneficial owners and the operational assets. Key legal entities within the group: | Company | Registration No. | Role | |---|---|---| | Torsion Group Holdco Limited | — | New apex holding company (Jan 2024) | | Torsion Group Holdings Limited | 10707201 | Intermediate holding company | | Torsion Construction Limited | 08919491 | Main construction operation | | Torsion Developments Limited | 09174745 | Property development | | Torsion Homes Limited | 09827218 | Residential sector | | Torsion Care Limited | 13001617 | Care homes | | Torsion Capital (George Street) Ltd | — | Internal financing vehicle | | Torsion (Flax Place) Limited | 15138988 | Flax Place SPV | | Torsion Students Ltd / Luna Lifestyle | — | Student accommodation | | ZSL (Investments 1) Limited | 13562683 | Investment property | | HSRE Torsion JV structures | — | Joint venture with Harrison Street Real Estate | The group operates simultaneously as both main contractor and developer: Torsion Construction builds sites owned by Torsion Developments. All key decisions rest with the same three directors. Joint ventures with a US fund. Running in parallel with the main group are joint venture structures with Harrison Street Real Estate (HSRE) : HSRE Torsion Holdco Ltd, HSRE Torsion JV GP Limited, HSRE Torsion JV L.P., and project SPVs for Tritton Road (Lincoln) and Curzon Circle (Birmingham). The auditor of the JV structures is Ernst & Young Luxembourg — a Luxembourg holding layer sitting above the UK SPVs. Key Individuals | Name | Role | Shareholding | Additional Facts | |---|---|---|---| | Daniel Spencer | CEO, Founder | ~69% direct (pre-Jan 2024) | Personally owned the land at Hebden Bridge: extracted £308K profit bypassing the group balance sheet | | David Worsley | COO / Managing Director TDL | 82.4% Class B shares | Listed as employee 003 on Torsion Developments payroll and simultaneously director of Abacus Cost Management | | Miles Dearden | Chief Legal Officer | 17.6% Class C shares | Joined from mfg Solicitors LLP; his passport is stored in the shared archive folder | --- Part II. The Money: How a Company with a Good Website Falls Apart 2.1. Operating Loss of £5.5 Million For the financial year ended 30 June 2024, Torsion Construction Limited recorded an operating loss of £5.5 million . This is not a one-off charge or a write-down — it is the result of the company's core contracting activity. During the same period, over a single month — August 2024 — the group's cash position collapsed from £5.5 million to £406,000 . The documents themselves explain why: a large PAYE payment combined with loan servicing costs. The group's cash position never recovered. 2.2. Covid Loan and Dividends in the Same Year In 2020 the group received a government Bounce Back Loan: £50,000 under the Covid business support scheme. In that same year the directors paid themselves dividends totalling £281,610 : | Recipient | Amount | |---|---| | David Worsley | £193,131 | | Miles Dearden | £88,479 | Staff wages were cut by 20% during the same period. 2.3. Cash Crisis — a Timeline June 2024: PAYE payment of £320,000 (due 22 July) deferred by one month. July 2024: PAYE payment of £324,000 — negotiations for further deferral. March–April 2024: two consecutive Time to Pay arrangements with HMRC; internal warning: "a third TTP is unlikely to be approved." A fourth deferral was nonetheless obtained. Total deferred PAYE across four months: ~£1,266,000 . Accumulated PAYE/CIS liability on the balance sheet: £787,004 . At the same time, cash was being consumed by loan repayments to private lenders charging 18% per annum. HMRC penalties for February 2024: £52,000 . 2.4. The Corporate Card as a Mirror of Priorities From the corporate expense register in our archive: - Disney Magic Cruise — charged to the corporate card - Las Vegas, Nevada — charged to the corporate card - "Magic Man" — £852 in corporate expenses - Marks & Spencer, Toys R Us — recorded in Daniel Spencer's Director Loan Account (DLA) At the same time, the company was deferring payments to utility providers and litigating with subcontractors over amounts ranging from £105 to £980. 2.5. Signs of Collapse (March 2026) By March 2026, internal documents record: - Negotiations for emergency loans to sustain liquidity - Attempts to re-finance already-charged assets - Directors considering selling their stake in the HSRE joint venture on unfavourable terms - American Express corporate card declined twice - Letter from Hawkswell Kilvington (February 2026): "Torsion is unable to pay its debts as and when they fall due" and "is an insolvent company for the purpose of the Insolvency Act 1986" — a formal declaration of insolvency in legal correspondence The immediate trigger for that letter: failure to pay £42,427.84 — an outstanding balance owed to a single contractor. 2.6. Intercompany Loans with No Repayment Plan Torsion Construction acts as lender within the group: | Subsidiary | Debt owed to Construction | |---|---| | Torsion Care | £5m+ | | Torsion Projects | £5m+ | Against both Care and Projects the internal notes read: "Interest continues to accrue. Repayment schedule not yet agreed." From the perspective of external creditors, this internal debt reduces Construction's recoverable assets by £10m+. 2.7. Special Dividends — November 2016 Documented in our archive: in November 2016 the directors paid themselves special dividends of £52,000 — at a time when external debt obligations were materially lower, but the pattern of discretionary dividend extraction was already established. 2.8. Luna Project: £1.05 Million in Circular Transactions Luna Lifestyle Limited appears on the same bank accounts as Torsion Students Ltd. Its formal role is never explained anywhere, and its profit before tax in the management accounts reads £0 across all periods — yet seven-figure sums flow through it. A specific document in our archive shows a bank statement recording £1,047,000 in a series of transfers between Torsion Students, Luna, and Construction — returning to the starting point through two or three intermediate steps, with no corresponding external obligations or assets. Luna = the former Torsion Students Ltd (confirmed by documents in our archive). --- Part III. Loans: £100+ Million Across Three Sites 3.1. Three Major Development Loans By 2024–2025, the group was carrying three active large-scale development loans: | Site | Lender | Amount | Rate / Terms | |---|---|---|---| | Guildhall, Sheffield | Zorin Finance | £34,500,000 | — | | Hollis Croft, Sheffield | Ingenious Real Estate Finance | £33,200,000 | 0.65% per month | | Phoenix, London | Hilco Real Estate Finance | £14,209,543 | 11.4% per annum , 12 months (Jan 2025 – Jan 2026) | Hilco Real Estate Finance is a specialist lender for distressed assets and restructurings. Their involvement at 11.4% on a 12-month term sends a clear signal: mainstream banks would not finance Phoenix. Investec Bank originally financed Phoenix at £57.5 million. By the time of these documents, the facility had been reduced to £21 million. The Investec loan agreement contains an explicit dividend prohibition . The documents nonetheless record regular dividend payments throughout 2024–2025 — a breach that gives Investec the right to demand full early repayment. 3.2. Personal Guarantees from Directors On the Zorin Finance loan (Guildhall, £34.5m): - Daniel Spencer — personal guarantee: £750,000 - David Worsley — personal guarantee: £250,000 On the Hilco Real Estate Finance loan (Phoenix, £14.2m): - MK (Michael Khalastchi / Waltara) — personal guarantee - DS (Daniel Spencer) — personal guarantee 3.3. Maslow Capital: £1 Million That Became £29 Million The first Maslow Capital loan to Torsion (Hollis Croft) Ltd for Park Lane, Leeds: £1,000,000 at early stage — seed finance. The eventual development loan from Maslow for the same Park Lane site: £29,000,000 at approximately 11.7% per annum (0.975%/month). Loan-to-GDV as of 2024 exceeded regulatory thresholds. Maslow Capital is classified on the group's balance sheet as "equity" rather than debt. Maslow is a senior secured lender; its instrument cannot legally constitute the company's own capital. The equity classification was applied to improve the appearance of the balance sheet, concealing the true level of debt. 3.4. Private Loans at 16–18% per Annum Loan register from our archive: | Lender | Amount | Rate | Monthly Payment | |---|---|---|---| | Waltara (4 loans from 11 Jan 2022) | £1,440,000 | 18% | £21,600 | | Waltara (from 15 Jun 2023) | £1,500,000 | 18% | £22,500 | | Waltara (October 2025, new) | £3,000,000 | 18% | ~£45,000 | | Cherry Red Records (1) | £700,000 | 16.2% | £9,450 | | Cherry Red Records (2) | £850,000 | 16.2% | £11,475 | | Khalsmith (Portfolio) Limited | £550,000 | 18% | £8,250 | | Barnett Property Group | £1,000,000 | 12% | £10,000 | | NJP Holdings | £100,000 | 12% | £1,000 | | Adam Spencer | £35,000 | 12% | £350 | | Louise Spencer | £110,000 | 12% | £1,100 | | Helena Joy Bull | £20,000 | 12% | £200 | | Jamie Barnett (BPG) | £50,000 | 12% | £700 | | Sue Hadley | £50,000 | 12% | £500 | Waltara = the Khalastchi family. Confirmed by an email from Miles Dearden: "250k from Waltara and 250k from Frank and Linda Khalastchi." Iain McNay — on an overdue loan of £2,750,000, interest of £428,750 was accrued and paid while the principal remained outstanding beyond its maturity date. 3.5. 12+ Loans Without Agreements Against at least 12 entries in the loan register, the note reads: "Can't find loan agreement." These include: - Waltara Loan 1: £1,440,000 at 18% — no agreement found - Waltara Loan 2: £1,500,000 at 18% — no agreement found - Waltara Loan 3: £908,604 — no agreement found - Waltara Loan 4 — no agreement found - Adam Spencer £35,000 — no agreement found 3.6. Directors as Lenders to Their Own Company From May 2025, the directors began lending to their own company at 15% per annum: | Lender | Amount | Rate | |---|---|---| | Daniel Spencer | £122,000 | 15% | | David Worsley | £96,000 | 15% | | Louise Spencer (relative) | £110,000 | 12% | The loans were made to Torsion Capital (George Street) Ltd. Total debt as of September 2025: ~£329,000. The company simultaneously has overdue liabilities to ordinary trade creditors, and the preferential servicing of director-lender interest payments qualifies as a preference transaction under the Insolvency Act 1986. --- Part IV. Projects: What Is Happening on Site 4.1. CVR Tables: Real Project Figures (March 2026) Cost Value Reconciliation (CVR) is the internal profit-and-loss report for each construction contract. Our archive contains CVR data as of March 2026 : | Site | Contract Value | Revenue Recognised | PBT | |---|---|---|---| | Guildhall, Sheffield | £47.2m | £43.1m | £0.8m | | Hollis Croft A, Sheffield | £23.4m | £13.1m | –£1.4m | | Hollis Croft B, Sheffield | £28.6m | £22.4m | –£0.9m | | Phoenix Gate, London | £42.1m | £38.7m | –£2.1m | | Kirkstall Road, Leeds | £68.4m | £51.2m | –£3.3m | | Westminster Works, Leeds | £19.8m | £18.6m | £0.3m | | One Victoria, Manchester | £31.4m | £28.2m | –£1.9m | | Arden Gate, Birmingham | £19.7m | £19.2m | –£0.4m | The headline figure: £34.2 million in overmeasure . Quoted directly from internal audit materials dated 2025: > "Overmeasure in Construction remains high at £34.2m — this will start to unwind on some key schemes in the next 6 months making it important new schemes start and replace this cash." Overmeasure means revenue has been recognised in the accounts but has not yet been earned. The client will not pay it until the work is complete — and sometimes will not pay it at all. 4.2. Saxton Lane: £10 Million and Who Got the Money In September 2023, Torsion completed and sold the Saxton Lane site in Leeds for £10,000,000 . Proceeds were distributed as follows: | Recipient | Amount | |---|---| | Zorin Finance (loan repayment) | £2,500,000 | | Khalbros Management Ltd | £287,500 | | Waltara (repayment) | £1,000,000 | | Waltara + Khalastchi (direct transfer) | £500,000 | | Torsion Saxton Lane Limited (net) | £4,144,345 | | Mezzanine loans (repaid via SHMA) | £2,392,986 | Khalbros and Waltara together received £3,277,950 out of £10 million — the bulk of the proceeds from the group's only completed project went to service private loans at 18% interest, rather than replenishing working capital. 4.3. Flax Place: The Lender Pays for the Developer In February 2024, Torsion paid Maslow Capital £20,000 under a Formal Heads of Terms for the new Flax Place scheme in Leeds — a deposit on the intention to borrow. The Park Lane debt of £29 million remained outstanding in parallel. Internal correspondence records that the company asked Maslow to pay part of the subcontract works at Flax Place directly against a future loan drawdown — Torsion had no funds of its own to begin construction. 4.4. One Victoria, Manchester: A Deferred Loss Internal CVRs show that on the One Victoria scheme in Manchester, Torsion recognised a loss of £1.9 million that was formally "deferred" in the management accounts to later periods. This means the real loss existed but was not reflected in publicly available information about the company's performance on a timely basis. 4.5. Ruby / Carlie Hotel Project: £64.9 Million at 0.83% Complete Our archive contains CVR data for the Luna (Ruby / Carlie Hotel) project in Leeds: contract value £64,900,000 , revenue recognised — £540,000 (0.83% of the contract). On the group's largest current contract, less than 1% of the work has been done, while the project is already incurring administrative costs and accruing loan interest. --- Part V. Tax Schemes and Breaches 5.1. The Luxembourg Structure: £21 Million with No Withholding Tax On the Curzon Circle project in Birmingham, HMRC issued a direction for relief from withholding tax at source in March 2021 in favour of lender Bentallgreenoak UK Secured Lending III SARL (Luxembourg). Loan amount: £21,155,830 . HMRC explicitly reserved its right to challenge the transaction under transfer pricing rules (Section 147 TIOPA 2010) — the regulator flagged the risk at the point of issuing the direction and indicated it would monitor the arrangement. During the same period, the JV auditor — Ernst & Young Luxembourg — accounts through the Luxembourg holding company. A British construction group is using a Luxembourg loan layer to minimise the withholding tax on interest payments. 5.2. R&D Tax Credit: Two Versions of the Same Claim For the financial year to 30 June 2024, two advisers independently assessed Torsion Construction's R&D expenditure: | Parameter | BCP Consulting | EY | Difference | |---|---|---|---| | Qualifying expenditure | £2,498,509 | £1,550,058 | £948,451 | | Enhanced deduction (86%) | £2,148,718 | £1,333,050 | £815,668 | Our archive holds an internal document directly comparing these two calculations. BCP Consulting Limited (Maximus Pearson, Aviation House, 125 Kingsway, London WC2B 6NH) acted as tax agent on the filing — it was the BCP version that was submitted to HMRC. Estimated overstatement of tax relief: ~£816,000 . Internal correspondence: "HMRC clamping down on fraudulent claims — this will cease to be a viable option going forwards." Since 2024, the company has excluded R&D credits from its forecasts. 5.3. VAT: £816,000 in Unregistered Supplies Tax analysis of our archive identified a gap of £816,000 between the VAT figures stated in tax returns and the amounts traceable through primary documents — subcontractor invoices and the purchase register. This amount corresponds to taxable VAT supplies that were not included in the VAT return. 5.4. PAYE: Employees' Tax Used as Working Capital PAYE (Pay As You Earn) is income tax deducted from employees' wages, which the employer is legally required to remit to HMRC. Torsion deferred it systematically: - 1st deferral: £319,000 (March → April 2024), interest £1,900 - 2nd deferral: £318,000 (April → May 2024) - 3rd deferral: ~£320,000 (May → June 2024) - 4th deferral: ~£309,000 (June → July 2024) Total: £1,266,000 of employees' income tax used as an interest-free loan to the business. 5.5. Alphabet Shares: Different Dividends for Different Directors Torsion Group Holdings Limited has three share classes: A (Spencer), B (Worsley), C (Dearden). Each class allows dividends to be paid at an independent rate — a standard tax optimisation structure. In practice: - 2020: Worsley received £193,131, Dearden £88,479 through their respective share classes - November 2016: special dividends of £52,000 The mechanism is lawful when properly documented, but becomes significant against the backdrop of simultaneous PAYE deferrals and staff pay cuts. 5.6. Westminster Works: CIS Overpayment (April 2026) In April 2026 the board recorded that on the Westminster Works scheme Torsion had incorrectly withheld CIS deductions at an inflated rate and had submitted a reclaim to HMRC. HMRC was experiencing processing backlogs at the time — internal note: "HMRC backlog May 2026." 5.7. Simplicity CIS: Umbrella Schemes with an Unusual Add-on Through the agency Simplicity CIS Limited , Torsion operates umbrella CIS contracts. Workers are routed through WE Contracting Ltd and Workwell Solutions Limited . The contracts contain the clause: "£5,000 will be added to the Intermediary Services and/or salary" — a textbook disguised remuneration structure that HMRC pursues through IR35 and the agency worker rules. --- Part VI. The Supply Chain: Who Bears the Cost 6.1. From Letters to Debt Collection Agencies Our archive contains the full debt recovery cycle against Torsion: private letters from subcontractors, payment reminders, referrals to debt collection agencies, county court judgments, and threats of winding-up proceedings. The typical pattern: Torsion makes partial payment, stops paying, offers to settle at 50–60 pence in the pound, and pressures creditors into signing agreements containing NDAs and confidentiality clauses. 6.2. Utility Arrears Simultaneous unpaid utility bills — an indicator of acute liquidity shortage: | Supplier | Amount Owed | |---|---| | British Gas | £980 | | Yorkshire Water | £340 | | Other utilities | £105–£650 | County court judgments for recovery of utility payments were obtained by six local authorities simultaneously. 6.3. Larger Creditors Threatening Winding-Up From our archive — a register of creditors who have filed formal winding-up demands or obtained court judgments: | Creditor | Amount | Status (July 2025) | |---|---|---| | TE Duckering | £42,428 | Formal insolvency letter, February 2026 | | Falcon Green | £74,000 | Threat of winding-up petition | | JJK Contractors | £74,000 | Winding-up proceedings, May 2026 | | 360 Commercial Projects Ltd | Undisclosed | CCJ 09-DEC-2022 (default — no response filed) | The default CCJ dated 9 December 2022 (case J 5 OZ0P9P — 360 Commercial Projects Ltd): the company did not respond to the claim at all. 6.4. Direct Payments: Clients Bypassing the Contractor Our archive contains direct payment agreements between the developer (Torsion's client) and subcontractors, bypassing Torsion Construction entirely. Total value of direct payments: £8,400,000 . Specific cases: Duckerings, Caxton Mechanical, BFT. This is a regime that arises when the client no longer trusts Torsion as an intermediary and pays directly the people actually doing the building. Separately: Bibby Financial Services — an invoice factoring arrangement through which Torsion sells its receivables at a discount in exchange for immediate cash. A characteristic sign of chronic working capital deficiency. 6.5. Settlement Agreements: The Price of Resolution Our archive contains subcontractor settlement agreements marked "without prejudice." Documents of this type are not supposed to exist outside the confidential exchange between the parties for which they were created. Storing them in a shared corporate directory is legally questionable practice in itself — it undermines the privilege that protects those very documents. Typical terms: the contractor receives 50–70% of the claimed amount, signs an NDA, and waives all further claims. --- Part VII. Favoured Suppliers: Procurement Without Competition 7.1. Roscoe Development Management Ltd: Seven Years Without a Tender Roscoe is an engineering consultancy that provided Torsion with civil engineering, structural engineering, ground movement monitoring, and surveying services. The company is registered at Traffic Street, Nottingham — the same address that shares its name with one of Torsion's construction sites. | Period | Payment | Site | |---|---|---| | Aug–Nov 2017 | £52,440 + £16,884 + £61,740 + £34,884 | Various sites | | Jan 2018 | £39,600 | Regent Street | | Feb–Aug 2019 | £57,780 + £41,580 + £8,400 × 5 months | Structural / Monitoring | | Nov 2019–2020 | £116,700 × 2 | — | Total over 7+ years: over £1,000,000 . Not one of the documented contracts contains evidence of a competitive tender. In December 2022, a Roscoe invoice for £15,000 was paid on direct instruction from site ("site request to pay"), bypassing standard approval controls. 7.2. Futureserv Ltd: Retroactive Registration and Overpayment Futureserv Ltd (10 Oxford Court, Manchester) is a supplier of "pre-contract consultancy services" that were recharged into newly incorporated SPV companies. Key facts: - In 2016, Futureserv received £6,000 more than was stated on its invoices — a documented overpayment - The supplier was registered in the accounting system in February 2021 , despite payments to it being traceable back to 2016 — retroactive registration - In the supplier register, Futureserv was assigned 0-day payment terms — payment on the same day as invoice receipt, with no standard 30-day verification period - 2024 payments: £184,200 net Futureserv's contractual base was systematically migrated between legal entities while management control was retained. 7.3. Brigade Central LLP: £11.9 Million in a Single Day On 31 July 2024, two invoices from Brigade Central LLP for the Kirkstall Road site were entered into the system simultaneously: | Invoice | Amount | |---|---| | 24070016 | £5,940,000 | | 24070017 | £5,964,939.90 | The first was subsequently cancelled. The net amount of £5,964,939.90 was recorded, despite the internal budget projecting only £83,200 of expenditure with this counterparty for the entire year 2024. 7.4. The Common Thread All three cases — Roscoe, Futureserv, Brigade Central — share the same characteristic: payments bypass the standard tender process, invoices are settled under special instructions or atypical terms, and amounts consistently diverge from budget. This is the extraction of funds through opaquely affiliated structures, to the detriment of the company and its creditors. --- Part VIII. Directors: Conflicts, Loans, and Personal Gain 8.1. Daniel Spencer: Personal Land, Personal Profit The Hebden Bridge scheme was delivered through Torsion Homes — using its staff, resources, and corporate infrastructure. The land, however, is owned personally by CEO Daniel Spencer. Internal report dated July 2024: "Hebden is owned by Dan Spencer therefore any profit share is not attributed to Homes but is shown within the above figures. This equates to £2.8m of turnover and £308k of profit." Spencer personally extracted £308,000 in profit from a development that was advanced through the company's corporate resources. The conflict of interest is not disclosed in any public documents. Director's Loan. Torsion Construction's balance sheet shows a loan to Spencer of £491,751. In September 2023, £797,000 was transferred from his account into Torsion Developments — funds from a corporate loan ended up in another entity within the group. Dividends (July 2023): £8,333 (3 July) + £11,000 (31 July) + £30,000 additional = £49,333 in a single month . Personal expenses in the DLA (Director Loan Account). The DLA account for Daniel Spencer (code 2301) contains 21,126 transactions covering the period 2016–2018. Among the entries: Marks & Spencer, Toys R Us, and a ski holiday in Flaine (France) — expenditure that should have been treated as personal drawings, not corporate costs. 8.2. David Worsley: 82% of Shares and Two Employers Worsley is the least prominent of the three in external communications, but formally holds a controlling shareholding. In Torsion Group Holdings Limited he owns 82.4% of Class B shares , which carry the right to "appoint the majority of directors." Dual role. Our archive shows David Worsley listed on the Torsion Developments payroll as employee 003 , with a National Insurance number and personal expense claims. At the same time, he is director of Abacus Cost Management , which billed Torsion as an independent consultant while Worsley drew a salary from Torsion Developments — an undisclosed related-party relationship in the tax returns and statutory accounts. 2020 dividends: £193,131 in the year when staff salaries were cut by 20%. 8.3. Miles Dearden: From mfg Solicitors to Loan Beneficiary Dearden joined the group as a practising solicitor from mfg Solicitors LLP. His career trajectory within Torsion: 1. Client solicitor at mfg Solicitors — acted on Spencer's Smith Hill Farm transaction (£20,000) 2. Transferred funds through Torsion as an "intercompany payment" 3. Became Legal Director / CLO of Torsion Group 4. Simultaneously acts as UBO of SPV structures receiving loans from Zorin Finance and Zenzic mfg Solicitors appears as an active supplier in Torsion's procurement register — despite their former partner Dearden being Legal Director and a shareholder of the group. An undisclosed conflict of interest in the company's filings. Passport in the archive. Dearden's full passport details — series 535313566 , issued 11 MAR 2016, HMPO — are stored in the shared archive folder. The group's own Chief Legal Officer, responsible for protecting the group's interests, failed to protect even his own passport. Khalbros correspondence. In December 2025, Dearden is personally corresponding with Michael Khalastchi, director of Khalbros Management Ltd, on the subject of buyer refund payments. Khalbros is the company that received £287,500 from Torsion in 2023 and £1,320,000 from the Saxton Lane proceeds. The group's Chief Legal Officer is personally coordinating cash flows in favour of a company-creditor. 8.4. Jon Carter: Commercial Director With Company Cash Loans Jon Carter held the post of Commercial Director from 2016 to 2025. Our archive contains payments from Torsion Construction's cash to Carter: | Date | Amount | Type | |---|---|---| | July 2023 | £50,000 | Loan repayment | | July 2023 | £3,093 | Interest | | September 2023 | £40,000 | Loan repayment | | September 2023 | £921 | Interest | | January 2024 | £52,239 | Additional payment | | Monthly | £521–£1,671 | Interest | Over six months — at least £145,000 from the company's cash. There is no record in the documents of board approval or independent assessment of the loan terms. During the same period, the company was deferring PAYE and delaying payments to suppliers. 8.5. The Spencer Family in the Corporate Structure Adam Spencer (Daniel Spencer's son): - Received a personal loan from Torsion Group: £35,000 at 12% - Documented as a CIS subcontractor for the group — raises invoices to Torsion Construction - Appears in internal correspondence on construction projects Spencer Civil Engineering Ltd — confirmed Torsion subcontractor; total payments received: £98,000 . Spencer Structures Ltd — confirmed subcontractor; total payments: £331,000 . A self-billing arrangement is in place: Torsion raises invoices on behalf of Spencer Structures itself. This mechanism gives Torsion complete control over the paperwork, making independent verification of the scope of works significantly more difficult. 8.6. Corporate Governance: Three Directors, One Position The board of Torsion Group Holdings consists of three people: Spencer, Worsley, Dearden. All three are simultaneously the beneficiaries of every significant transaction. Documents record the consistent practice: on every material decision — dividend payments, intercompany transfers, restructurings — all three directors were formally declared "conflicted" and invoked the conflict-resolution mechanism to vote on their own behalf. There are no independent non-executive directors on the board. American Express, declined twice. Our archive contains two consecutive rejections of a corporate American Express card. A company managing £100m+ of construction projects failed a standard creditworthiness check for a corporate credit card. Unlawful dividend warnings. Internal documents record that the group's own solicitor issued warnings about the conditions under which dividend payments become unlawful under the Companies Act 2006. The payments continued regardless. --- Part IX. Personal Data: What Is in the Archive 9.1. Passports Our archive contains scanned passports of directors and employees. Specifically documented: the passport of Miles Dearden (CLO of the group). Data category: full name, passport series and number, date of issue, issuing authority. Under UK GDPR, passport data constitutes a special category of personal data requiring an enhanced level of protection. 9.2. National Insurance Numbers: 9,958 Employee Records Our archive confirms 9,958 National Insurance numbers belonging to Torsion employees. The data is linked to names, job titles, and periods of employment. A National Insurance number combined with a name and employer is sufficient to enable a range of tax fraud schemes through HMRC, including fraudulent repayment claims. 9.3. Student Tenant Data The archive contains data on student tenants at Torsion Students / Luna Lifestyle properties: names, contact details, and tenancy information. Students provided this data to the developer in the course of their tenancy — not for inclusion in corporate document management systems. 9.4. Medical and Insurance Data (PHI) Our archive contains documents that fall within the category of Protected Health Information (PHI): - COVID risk assessments for named employees with job titles and health status - Insurance claims for workplace accidents - Records of occupational injuries Health data is a special category under UK GDPR (Article 9) and requires either the explicit consent of the data subject or a specific legal basis for processing. 9.5. Bank Details in the Corporate Directory The archive contains bank account details of individuals (directors, contractors): sort codes and account numbers — drawn from payment processing systems. The presence of these details in the archive creates a direct risk of unauthorised transfers. 9.6. ICO — Registration Breach Torsion (Flax Place) Limited (Companies House No. 15138988) received a letter from the ICO (Information Commissioner's Office) dated 28 November 2024 : the company was required to register as a data controller and pay the data protection fee by 19 December 2024 — failing which, a penalty of up to £4,000 would follow. The company was processing personal data electronically without meeting the basic requirement of UK GDPR and the Data Protection (Charges and Information) Regulations 2018. 9.7. Without-Prejudice Settlement Agreements In the same corporate directory as passports and medical records sit internal settlement agreements with subcontractors marked "without prejudice." These documents carry legal privilege: they were created for confidential negotiations between the parties and should not appear in any shared environment. Storing them in an open corporate directory calls into question the very privilege that is supposed to protect them. --- Part X. Construction Defects: What Is Hidden from Buyers 10.1. Arden Gate, Birmingham: Balconies Unable to Bear Load Our archive contains internal correspondence in which operations director Mike Armstrong describes a structural problem with the balconies at Arden Gate, Birmingham: "the gallows bracket has caused torsional twisting of the I-beam." The solution proposed by engineers at CWA (bolted fixing) did not resolve the problem. The correspondence dates from a period when the building was already partially occupied. Residents were moving into flats with balconies whose structural problem had not yet been resolved. Internal programme: a 13-week delay against the original schedule caused by the balcony defects. 10.2. Layerthorpe, York: Floor Defect — Investigation Ongoing Every monthly board report since November 2024 contains the same entry: "Layerthorpe (November 2024 £145,246) is awaiting the results of defective floor investigation works." The sum of £145,246 has been reserved for remediation of the flooring defect. Layerthorpe is a 142-apartment residential scheme in York. The cause and extent of the defect have not been disclosed in any public document. Residents are living in the building while the investigation continues. 10.3. Kirkstall Road, Leeds: Higher-Risk Building (August 2025) In August 2025, the HSE Building Safety team issued Torsion Construction with an invoice under application reference BCA03311R4R0. The Kirkstall Road development has been classified as a Higher-Risk Building under the Building Safety Act 2022. This classification means: - Mandatory oversight by HSE as Building Safety Regulator - Mandatory building registration - A Building Safety Case required - Enhanced documentation requirements at every phase The HRB classification imposes obligations that fall on the developer and building manager. Against the backdrop of Torsion's financial position, this represents a regulatory liability that demands resources the company does not have. 10.4. The 0.5% Defects Provision: When the Reserve Is Not Enough Torsion's standard provision for defects: 0.5% of contract value . For Arden Gate (~£19.7m), that is £98,510. The real cost of remedying structural balcony defects materially exceeds that figure. The group's insurance policies: £10 million per insured event (Allianz / AXA). An internal document raises the question of whether the £10 million limit from Allianz should be reviewed. --- Part XI. What This Means For Regulators HMRC — four categories of breach: 1. R&D: Overstatement of tax relief by ~£816K through agent BCP Consulting, against EY's calculation (difference of £948K in the qualifying base). A further tax claim is at risk of being withdrawn. 2. VAT: £816K of taxable supplies not registered for VAT. 3. PAYE: Four consecutive deferrals totalling £1.27m — employees' tax used as working capital. 4. Luxembourg: DTT Direction on £21.1m with HMRC's right to challenge explicitly reserved under Section 147 TIOPA 2010. ICO — a group company processing personal data is not registered as a data controller. 9,958 employee NI numbers in the archive. A director's passport data in a shared folder. Employee medical records. Without-prejudice settlement agreements in open storage. Insolvency Service — formal declaration of insolvency in legal correspondence (February 2026). Directors continue to manage the business while: paying interest to themselves as lenders at 15%, ignoring their own solicitor's warnings about unlawful dividends, and charging a Disney Cruise to the corporate card. HSE / Building Safety Regulator — Kirkstall Road classified as a Higher-Risk Building. A company formally declared insolvent carries the obligations of a regulated developer under the Building Safety Act. Companies House — opaque restructuring in January 2024: transfer of control into a newly formed Holdco without adequate public disclosure. Undisclosed related-party transactions (Spencer Structures/Civil, Adam Spencer, Louise Spencer) in the company's statutory filings. For Employees Your data is in this archive. Specifically: Group employees — 9,958 NI numbers linked to names and job titles. Combined with the employer's name, sufficient to enable a range of tax fraud schemes. If you suffered a workplace accident — your medical records are stored alongside directors' passports and insolvency letters. If you are a student tenant at a group property — your personal data is in the same corporate directory. While the company deferred your tax (£1.27m PAYE across four months), the directors were paying themselves dividends, charging ski holidays through the DLA, and lending to their own company at 15% per annum. For Buyers and Tenants You bought or rent a home from a company that its own legal adviser formally declared insolvent in February 2026. Arden Gate, Birmingham: The balconies have a structural defect — torsional twisting of the I-beam. No engineering solution had been found as of the latest documents in our archive. Layerthorpe, York: A flooring defect — under investigation since November 2024. £145,246 is reserved; the cause and scale have not been publicly disclosed. Kirkstall Road, Leeds: The building has been classified by HSE as a Higher-Risk Building. This is not a bureaucratic label. It means the building demands an elevated standard of safety, oversight, and documentation that the construction company is legally required to provide. The company from which you bought your home is carrying £34.2 million of overmeasured revenue — income it recognised in its accounts but has not yet earned. The risk of schemes being left unfinished or delivered to a sub-standard quality is not hypothetical. For Lenders and Investors If you are a creditor of the group: 12+ loans with no documentation. The loan register carries the note "Can't find loan agreement" against more than a dozen entries — including Waltara loans totalling £6.8 million. Dividend restriction breached. The Investec loan agreement for Phoenix contains an explicit dividend covenant. Documents record regular dividend payments throughout 2024–2025 — a breach that gives Investec the right to demand early repayment of £21 million. £34.2 million in overmeasure. The security underpinning the loans is partly composed of revenue that has not yet been earned. £8.4 million in direct payments — a signal that clients have stopped trusting Torsion as a financial intermediary. --- Conclusion Torsion Group builds homes for students and the elderly, residential schemes for people who have put their life savings into a flat. Its brochures promise reliability, its projects promise quality, its website promises transparency. Behind 401 gigabytes of corporate data: an operating loss of £5.5 million, cash that collapsed in a single month from £5.5 million to £406,000, four consecutive PAYE deferrals, private loans at 18% interest from entities with unverified beneficial owners, and a formal legal letter: "Torsion is an insolvent company." The directors paid themselves dividends in the year they took a £50,000 Covid loan and cut their staff's wages. They charged a Disney Cruise to the corporate card. They lent to their own company from their personal accounts at 15% — while subcontractors waited for sums ranging from £105 to £42,427. The group's own Chief Legal Officer, whose job is to protect the company's interests, left his passport in a shared folder. 9,958 National Insurance numbers belonging to employees sit in the archive alongside without-prejudice settlement agreements and insolvency letters. The Arden Gate balconies cannot bear their design load. The Layerthorpe floors are under investigation. Kirkstall Road is a Higher-Risk Building. ---