Accounts explained · 10 of 10

What does 'going concern' mean in a set of accounts?

The directors' judgement that a company can keep going, and the warning when they cannot be sure.

A company is a going concern if it can be expected to keep trading and pay its debts as they fall due for at least the next 12 months, and its accounts are drawn up on that basis unless the directors intend to close it or have no realistic alternative. When there is a real doubt, the accounts must say there is a material uncertainty: Thames Water's accounts for the year to 31 March 2026 carry one, even though they show £226m of pre-tax profit.

How does it fit together?

Every set of audited accounts goes through the same five steps on going concern before it is signed.

  1. 1Directors forecastCash and borrowing forecasts for at least 12 months from the date the accounts will be signed, usually with a downside case.
  2. 2Directors decide the basisGoing concern basis unless they intend to liquidate the company or stop trading, or have no realistic alternative but to do so.
  3. 3Directors disclose doubtsIf events or conditions could cast significant doubt on the company's survival, the accounts must say so as a material uncertainty.
  4. 4Auditor tests itThe auditor checks the forecasts, the borrowing terms and the downside case, and decides whether the directors' basis and disclosure are right.
  5. 5Auditor reportsClean (no material uncertainty found), a separate 'Material uncertainty related to going concern' paragraph, or, rarely, a modified opinion.

The order in a UK company's accounts. Companies that are exempt from audit still make steps 1 to 3; there is no auditor's report.

What are the directors saying when they call a company a going concern?

Every set of accounts rests on one assumption: that the company will still be trading next year. On that basis a factory is valued as a working factory and a ten-year loan as a ten-year loan. If the company were about to close, the same factory would be worth what it fetched at a sale, and long-term debts would usually be treated as due straight away.

So before they sign, the directors must decide whether the company can pay its debts as they fall due for at least 12 months from the date they approve the accounts, not from the year end. That is why a set of accounts signed in July 2026 talks about funding into the second half of 2027.

The accounts are prepared as a going concern unless the directors intend to liquidate the company or stop trading, or have no realistic alternative but to do so. That bar is high. Almost every company that is still trading uses the going concern basis, including companies in serious difficulty.

What changes is the warning. If there are events or conditions that may cast significant doubt on the company's ability to keep going, the directors must say so, and the auditor repeats it under its own heading: 'Material uncertainty related to going concern'.

What the auditor's report saysWhat it means
No material uncertainty identifiedThe auditor agrees with the going concern basis and found no significant doubt to report. Most companies.
Material uncertainty related to going concern, opinion not modifiedThe going concern basis is still right, and the accounts are still true and fair, but there is a significant doubt the reader must know about. The directors have disclosed it properly.
Qualified or adverse opinionThe auditor disagrees: the doubt is not properly disclosed, or the going concern basis should not have been used at all. Rare.
Accounts on a basis other than going concernThe directors intend to close or wind up the company, or have no realistic alternative, so assets may be written down to what they would fetch. Usually seen in a company's last year or two, including subsidiaries whose business has moved elsewhere in the group.

How the going concern judgement shows up in the independent auditor's report. Companies that are exempt from audit have no auditor's report, but their directors make the same judgement.

Worked example: why do Thames Water's accounts carry a going concern warning in a year with £226m of pre-tax profit?

Thames Water Utilities Limited's accounts for the year to 31 March 2026 show turnover of £3,757m and pre-tax profit of £226m, up from a pre-tax loss of £1,647m the year before (p. 104). By the profit and loss account alone, it was a better year.

Going concern is about cash and debt, not profit. At 31 March 2026 the group had borrowings of £18,982m on its balance sheet (p. 105) and liquidity of £1,038m, made up of cash and undrawn facilities (p. 37). The directors' note sets out what they need over the 12 months from signing on 14 July 2026: the last £213m of its committed super senior funding was drawn that day; a further £750m was expected from August 2026, of which £677m was uncommitted; more liquidity would be needed from early December 2026; and its earliest debt maturity falls in March 2027 (p. 107). In all it expects to need further funding of £2.4bn to the end of October 2027 (p. 108).

The directors state that 'there exists a material uncertainty which could crystallise in the very near term which may cast significant doubt' on the company's ability to continue as a going concern (p. 107). The main question is whether it can complete a recapitalisation through a second court-sanctioned restructuring plan, which needs the support of its creditors, a final Ofwat decision after a public consultation and the court's approval. They say Ofwat had not yet launched that consultation when the accounts were signed (p. 107).

They also say what failure would look like: 'a severe but plausible consequence would be a special administration of the Company under the Water Industry Act 1991' (p. 107).

Even so, the accounts are prepared as a going concern. The directors believe it is reasonable to assume that actions can be taken so that the company has adequate resources for the 12 months, and creditors holding more than £13bn (82%) of its Class A debt and more than £1.6bn (73%) of its super senior debt have sent a letter of support (p. 107).

The auditor, PricewaterhouseCoopers LLP, agrees with that basis but repeats the warning. Its report says the opinion 'is not modified', that the directors' use of the going concern basis 'is appropriate', and that the conditions 'indicate the existence of a material uncertainty which may cast significant doubt' about the company's ability to continue as a going concern (p. 97).

Pre-tax profit

£226m

year to March 2026, p. 104

Borrowings

£18,982m

at 31 March 2026, p. 105

Liquidity

£1,038m

cash and undrawn facilities, p. 37

Further funding needed

£2.4bn

to October 2027, p. 108

Source: Thames Water Utilities Limited, group accounts to 31 March 2026, pp. 37, 97, 104-105, 107-108 (page numbers as printed in the accounts).

Can a parent company's or a lender's support keep a company a going concern?

Often, yes. Many companies only make sense as part of a larger group, and their directors rely on the group to fund them. The accounts then say so, and the strength of the going concern statement depends on the strength of that support.

Equinox Fitness Holdings UK Limited, which runs three Equinox clubs in London, made a pre-tax loss of £9.3m in 2025 (p. 10) and had net liabilities of £105.7m at 31 December 2025 (p. 11). Its strategic report says 'adequate cash support was available from the wider Parent Group companies, if necessary', and that the director is confident in the wider group's ability to keep funding it (p. 1).

That reliance cuts both ways. The same page says a term loan held by a US group subsidiary falls due within a year of the accounts being signed, no refinancing had been agreed at that date and, 'As a result, material uncertainty exists around the Group's ability to continue as a going concern' (p. 1). The doubt comes from the group, not from the London clubs.

Thames Water's support comes from its lenders, not a parent, and its own accounts spell out how far it goes: 'The letter of support does not create legally enforceable rights but states the relevant creditors' present intentions' (p. 107). That is true of most support letters. When a set of accounts leans on one, look for who gave it, how long it covers and whether it is binding.

Equinox pre-tax loss

-£9.3m

year to December 2025, p. 10

Equinox net liabilities

-£105.7m

at 31 December 2025, p. 11

Source: Equinox Fitness Holdings UK Limited, group accounts to 31 December 2025, pp. 1, 10-11 (page numbers as printed in the accounts).

Does a material uncertainty mean a company is going to fail?

No. It means the outcome depends on something the company does not fully control, and the directors and auditor cannot rule out the bad case. It is a warning about the next 12 months or so, not a forecast. Many companies carry one for a year or two and then drop it; some do fail.

Avanti West Coast shows how a profitable business can carry the warning. First Trenitalia West Coast Rail Limited made £12.6m of pre-tax profit in the year to 31 March 2025 (p. 23). Its warning is about its contract, not its cash: the government's policy is to bring train operators into public ownership, and from 18 October 2026 the Department for Transport could end the contract on twelve weeks' notice. If it did, 'it is anticipated that the trading operations would cease' (pp. 6, 28). Since these accounts were signed, the government announced in September 2026 that Avanti West Coast will move into public ownership on 7 March 2027. The auditor's report repeats the material uncertainty and says the opinion is not modified (pp. 19-20).

The opposite also happens: a company can make a loss with no warning at all. McLaren Racing Limited made a pre-tax loss of £43.8m in 2025 (p. 12), yet its directors, after testing a downside that included 'lower than expected performance by the F1 team', are confident it has sufficient funds for at least 12 months from approval, and its accounts carry no material uncertainty (p. 16).

So read the reason, not just the heading. The table shows what the warning is about in other Spark Intel companies whose latest accounts carry one. Each describes the position on the day the accounts were signed; events since then are not in the accounts.

CompanyAccounts toWhat the material uncertainty is aboutPages
Thames Water31 March 2026Extending its funding and completing a recapitalisation through a court-sanctioned restructuring planpp. 97, 107
Avanti West Coast31 March 2025Whether the Department for Transport ends its rail contract, possible from 18 October 2026. Since then: the government announced in September 2026 that Avanti West Coast's services move into public ownership on 7 March 2027pp. 6, 19-20, 28
TalkTalk28 February 2025Funding the first cash interest payment on its main loans, due May 2026, and a possible covenant waiver. Since then: on 5 October 2026 BT bought TalkTalk's consumer and wholesale businesses out of administration, subject to a competition reviewpp. 30-31, 37, 45
Poundland28 September 2025Replacing a £30m term facility that ends on 29 August 2027pp. 17, 23
Oxa31 December 2025Raising significant further funds, needed in the first quarter of 2027p. 5
Equinox31 December 2025Refinancing a term loan held by a US company in the same groupp. 1

Not a full list. Wording paraphrased from each company's going concern note; the pages are in that company's own filed accounts.

Source: First Trenitalia West Coast Rail Limited, accounts to 31 March 2025; McLaren Racing Limited, accounts to 31 December 2025, Avanti pp. 6, 19-20, 23, 28; McLaren pp. 12, 16 (page numbers as printed in the accounts).

Where do you find the going concern statement in a set of accounts?

In three places. The directors' report or strategic report usually has a short going concern paragraph. The fuller reasoning is in the accounting policies, the first note to the accounts, under 'Basis of preparation' or 'Going concern'. The independent auditor's report has either a 'Conclusions relating to going concern' section or, when there is a warning, a 'Material uncertainty related to going concern' paragraph near the start.

Search the document for 'material uncertainty'. If it appears in the auditor's report, read the directors' note it points to: that is where the cause, the amounts and the dates are.

Companies that follow the UK Corporate Governance Code, mainly larger main-market listed companies, add a longer-term viability statement in the annual report, usually over three years. Small companies that are exempt from audit still make the going concern judgement, but there is no auditor's report to check it.

Going concern: common questions

What does going concern mean in accounts?

That the company is expected to keep trading and pay its debts as they fall due for at least 12 months from the date the accounts are approved. Accounts are prepared on that basis unless the directors intend to close the company or have no realistic alternative.

What is a material uncertainty related to going concern?

A warning that events or conditions may cast significant doubt on whether the company can keep going. The accounts are still prepared as a going concern, but the reader is told the outcome is not assured. Thames Water's accounts for the year to 31 March 2026 carry one.

Is a material uncertainty the same as a qualified audit opinion?

No. In most cases the auditor's opinion is not modified: the accounts are true and fair and the warning is properly disclosed. A qualified or adverse opinion is used only if the disclosure is inadequate or the going concern basis is wrong.

Does a going concern warning mean a company will go bust?

No. It means survival depends on things not fully in the company's control, such as new funding or a contract. Avanti West Coast's warning in its accounts to March 2025 was about when its rail contract could end, in a year it made £12.6m of pre-tax profit.

How far ahead do directors have to look?

At least 12 months from the date they approve the accounts, not from the year end. Thames Water's accounts, signed on 14 July 2026, look at funding needed into 2027.

Is a letter of support from a parent company legally binding?

Usually not. Most say what the parent or lender intends, not what it must do. Thames Water's accounts say its creditors' letter 'does not create legally enforceable rights'.

Can a loss-making company be a going concern with no warning?

Yes. Going concern is about cash and funding, not profit. McLaren Racing made a pre-tax loss of £43.8m in 2025 and its accounts carry no material uncertainty.