The directors present the strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the company is that of a parent company of a group of companies engaged in the construction industry.

2024 saw a 2.0% increase in turnover (2023: 3.7% increase). Profit before tax increased from £522,000 to £572,000.

The group’s performance is centred around its two main operating companies, Clegg Construction Limited and Clegg Food Projects Limited.

Clegg Construction Limited has achieved 9.7% turnover growth. An excellent year for turnover growth, which included two key projects in Leeds: Leylands Road was a £37m 11-storey new build property consisting of 402 student accommodation flats completed in August 2025; Regent Street was a £34m 11-storey new build property consisting of 185 build to rent apartments completed in May 2025. These two projects spanned 102 weeks and 134 weeks respectively, completing and handing over to the clients on time. They are the largest projects ever undertaken by Clegg Construction and the team, the consultants and the subcontractors have done an outstanding job.

The pipeline of projects looks very healthy for Clegg Construction Limited with a forecast record turnover year again in 2026. Projects have been secured from a number of sectors providing resilience in the supply of work and funding streams; defence, education, residential, care, leisure and commercial with values ranging up to £50m.

Clegg Food Projects Limited has achieved another good set of financial results. Turnover was very consistent at £80m (2023: £81m), but most importantly Operating Profits were £3.0m (2023: £3.1m).

Clegg Food Projects Limited is the market leader in the construction of food and drink related new builds, extensions and renovations. The strength of our relationships established with both sector consultants and household name brands generated 65% repeat business in 2024, whilst new client growth helps to expand our customer reach.

The pipeline for Clegg Food Projects Limited remains consistent in the food and drink sector. The company continues to enjoy a market leading position within the sector.

The company and its subsidiary companies aim to minimise risks and uncertainties to the level of the market place in which it operates and achieve this through internal controls and review procedures.

The company and its subsidiary companies make sales and applications for payment on normal credit terms and manage related risks through its credit control procedures. The company does not hedge interest payments on any of its borrowings.

The directors use a range of key performance indicators to evaluate the performance of the business. Of these, the level of sales and gross profit are the key factors. There was an overall increase in gross profit margin compared with the prior year at 3.7% of sales (2023: 3.6%).

The group continues to invest in the development of its employees. Regular training with new and improved systems allow the team to improve the quality of their work and support the business with its turnover growth ambitions.

The business plan is to exceed £200m Group turnover in 2026. Opportunities exist within Clegg Construction through public sector frameworks, an area that has under indexed the market for many years. Clegg Food Projects continues to be the market leader in the food and drink construction sector, which has continued to experience strong investment driven by inflation, innovation and changes in consumer demand.

Across the group, more than 60% of anticipated turnover on a rolling 12-month forecast has been secured, which gives the directors confidence around the forthcoming period.

As required by Section 172 of the Companies Act, a director of a company must act in the way he or she considers, in good faith, would be 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:

• The likely consequences of any decision in the long term;

• The interest of the company's employees;

• The need to foster the company's business relationships with suppliers, customers and others;

• The impact of the company's operations on the community and the environment;

• The desirability of the company maintaining a reputation for high standards of business conduct; and

• The need to act fairly as between members of the company.

The company's engagement with its stakeholders and consideration of their respective interests is as follows:

The directors ensured all employees were aware of the objectives and results of the company through presentations and meetings. It has also been their focus to provide a positive work environment for all employees with opportunities for all to grow and achieve their potential.

The group collaborates with a variety of customers and our success depends on having the resources and skills necessary to guarantee a superior service level and product quality.

The group has longstanding relationships with local and international suppliers ensuring conformance of quality, cost competiveness and sourcing guarantee.

Clegg Holdings and its subsidiaries are important job contributors in our regions and invest in solutions to reduce our impact on the environment.

By order of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The UK Government's Streamline Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. The table below represents the company's energy use and associated greenhouse gas (GHG) emissions from electricity and fuel in the UK for the year ended 31 December 2024. The data covers all of the subsidiaries.

The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. The 2024 UK Government GHG Conversion Factors for Company Reporting published by the Department for Energy Security and Net Zero are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method.

This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and internal systems. We purchase 50% renewable electricity for our Nottingham site. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage. The Nottingham site is shared between all three main trading subsidiaries so the energy use at this site is split evenly between them.

We have chosen to report our gross emissions against £m turnover. The value for the intensity ratio was 4.80 tonnes CO2e per £m turnover (2023: 3.83).

We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognise that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.

Energy efficiency actions taken in 2024 include:

• Increased/encouraged the procurement of electric/hybrid company and grey fleet vehicles;

• Installation of energy efficient lighting systems within offices & welfare units across sites;

• Installation of smart plug control systems to shutdown electricity usage during silent hours;

• Developed the procurement for more IT based energy efficiency solutions to include cloud-based document storage, Gaia Automate (smart control of energy usage) and retina and fingerprint access solutions;

• Developed a meeting strategy to help reduce travel and manage time better;

• Considered options for carbon offsetting to local initiatives and for projects as required; and

• Considered options for the use of HVO (Hydrotreated Vegetable Oil).

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Clegg Holdings Limted (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, The Building Regulations 2010, Building Safety Act 2022, Building Act 1984 and Health & Safety legislation.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue on the long term construction contracts and recognition of the profit on this work.

Audit procedures performed included:

• Challenge management's forecasts, assessing the expected margin on significant projects in light of the post year end information available;

• Challenge management's forecasts, assessing the appropriateness of the key assumptions, which includes the expected recovery of variations and retentions;

• Enquiry of management regarding any instances of actual or potential fraud during the year;

• Review of historic estimates on since completed contracts for evidence of management bias;

• Confirmed existence and the reasonableness of the property valuations;

• Enquiry of management regarding actual and potential litigation and claims, or any potential breaches of laws and regulations;

• Review of the financial statement disclosures to underlying supporting documentation;

• Enquiries of management and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud; and

• Reviewing minutes of meetings of those charged with governance.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £994,993 (2023 - £967,197 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Clegg Holdings Limted (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bishops House, 42 High Pavement, The Lace Market, Nottingham, NG1 1HN.

The group consists of Clegg Holdings Limted and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and investment properties to fair value. The principal accounting policies adopted are set out below.

In preparing the separate financial statements of the company, advantage has been taken of the following disclosure exemptions available in FRS 102:

• No cash flow has been presented for the company; and

• No profit and loss account has been presented for the company.

The consolidated financial statements incorporate those of Clegg Holdings Limited and all of its subsidiaries. The results of subsidiaries are consolidated for the periods from the date on which control passed. Business combinations are accounted for under the purchase method.

The directors continue to closely monitor the cash position on current construction projects measured against project budgets and forecasts, which are also regularly reviewed as part of the monitoring of on - site project performance. Final account negotiations are also closely monitored and scrutinised on a regular basis along with working capital requirements.

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises of the value of contracting work executed during the year. The value of contracted work is based on measured valuations, incorporating profit earned to the valuation date, taking into account cost to completion and any anticipated losses.

The amount by which recorded revenue on uncompleted contracts is in excess of payments on account is classified as amounts recoverable on contracts and separately disclosed in debtors.

Cash received on account of contracts is deducted from amounts recoverable on contracts, such amounts which have been received and exceed amounts recoverable are included as contract liabilities in creditors.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, or valuation for freehold properties, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on a straight line basis as follows:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss are recognised in profit or loss.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Properties held in stock have been transferred to investment properties within the prior year as the directors believed this better reflected their use as properties held for the purpose to earn rentals and or for capital appreciation.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Basic financial assets and liabilities, which include debtors, creditors and cash and bank balances, are initially measured at transaction price. Financial assets or liabilities classified as receivable within one year are not amortised.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Clegg Employee Ownership Trust operates for the benefit of the employees. Further detail can be found in note 26.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit or loss on a straight line basis over the term of the relevant lease.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group uses the percentage-of-completion method in accounting for its construction contracts. Use of the percentage-of-completion method requires the group to estimate the construction performed to date as a proportion of the total construction to be performed. The estimation of the revenue and profit recognition by reference to the stage of completion can involve considerable judgement around future margins. The percentage of completion is determined using stage valuations provided by third party chartered surveyors and therefore provides an independent reliable valuation.

The group reviews these estimates and assumptions as each contract progresses. To the extent that the amounts receivable on the contracts are different to the amounts recorded such differences will impact revenue and cost of sales in the period in which such determination is made.

The directors consider that the investment properties are held at their fair value and no impairment is required. Whilst there is a level of judgement involved with the valuation, the current value of the properties is based on independent valuations. These valuations are considered to be an accurate reflection of the value of the properties as assets held for the purposes of receiving rental income.

The retentions held due from customers in respect of long-term construction contracts are included within trade debtors. Retention balances are regularly reviewed by the directors to assess their recoverability. Whilst the retention balances recognised at the year end are all considered to be recoverable, there is a degree of judgement regarding the customer's ability to pay.

A small number of contracts have ongoing claims against the subcontractors and or the customer. Whilst legal advice has been taken on the majority of these claims there is still a degree of judgement on the recoverability of these claims. The directors believe the claims recognised as at the year end to be fully recoverable.

It is considered that any contributions to the Clegg Employee Ownership Trust ("Clegg EOT"), are voluntary. Therefore, there is no legal obligation to accrue the future funding.

An analysis of the group's turnover is as follows:

The whole of turnover is attributable to activity within the United Kingdom.

The average monthly number of persons (including directors and company secretary) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 1).

The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The prior year adjustments predominantly relates to research and development claims.

The Bishop's House property was valued at £1,000,000 on 14 September 2023 by independent valuers, Knight Frank, who are not connected with the company. The valuation conforms to International Valuation Standards.

The Bloomsgrove Road property was valued at £410,000 on 4 December 2023 by independent valuers, Knight Frank, who are not connected with the company. The valuation conforms to International Valuation Standards.

At the year end, the directors considered the valuations and deemed them to be appropriate.

Land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts would have been approximately £463,000 (2023: £479,000), being cost £777,000 (2023: £777,000) and depreciation £314,000 (2023: £298,000).

The fair value of the investment property at £2,330,000 held by Kew Medical Limited was carried out at 4 March 2020 by Colliers International Chartered Surveyors, who are not connected with the company. The value of the investment properties held by Clegg Group Limited is £1,185,000 based on the valuation performed in September 2023 by Knight Frank, who are not connected with the group.

Both valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors consider the valuation of the investment properties continue to remain reasonable.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Financial asset debt instruments measured at amortised cost represents trade debtors, amounts owed by related parties, amounts owed by the shareholders and other debtors.

Financial liabilities measured at amortised cost represents bank loans, trade creditors, other creditors and accruals.

Comparative financial information has been restated, see note 33.

Included within group trade debtors is an amount of £3,081,000 (2023: £2,812,000) relating to retentions due over 1 year.

Comparative financial information has been restated, see note 33.

Included within group other creditors is an amount of £955,000 (2023: £1,418,000) relating to supply chain finance.

Comparative financial information has been restated, see note 33.

For details of securities over bank and other loans, see note 21.

The total amount of outstanding loans at the year end was £1,682,000 (2023: £1,186,000). Both existing loans held in the prior year were repaid in full in June 2024. A new loan of £1,725,000 was issued October 2024 and is secured by way of a fixed charge over the assets of Clegg Holdings Limited group of companies. The new loan is repayable in full by 2029, the interest rate is 2.25% above LIBOR.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above relating to accelerated capital allowances is expected to reverse within 12 months.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At the balance sheet, there are pension contributions due of £87,000 (2023: £71,000).

The ordinary shares have full voting, dividend and capital distribution rights and are not redeemable.

Includes the premium on issue of equity shares, net of any issue costs.

The revaluation reserve arose on revaluations of properties.

The capital redemption reserve contains the nominal value of own shares that have been acquired by the company and cancelled. At the year end the capital redemption reserve totalled £274 (2023: £274). Due to the accounts being rounded to the nearest thousand, the capital redemption reserve isn't shown within reserves on the balance sheet.

The value of own shares represents the consideration paid on behalf of the Clegg Employee Benefit Trust ("Clegg EBT") (which is both sponsored by and ultimately controlled by Clegg Holdings Limited) to acquire shares of Clegg Holdings Limited. These shares are held by the Trust for the main purpose of fulfilling employee share options that have been granted under the rules of the Enterprise Management Incentive scheme.

In previous years, voluntary contributions were made to the Clegg Employee Ownership Trust ("Clegg EOT"). The value in other reserves represents the cash and other costs paid by the group to the Clegg EOT for the purchase of the shares in Clegg Holdings Limited, by the Clegg EOT. Similarly, voluntary cash contributions have been made post year end of £nil (2023: £nil). The group has a commercial obligation to fund future deferred payments, providing sufficient funding and reserves are available to do so.

Profit and loss reserves represent cumulative profits and losses, net of dividends paid and other adjustments.

Distributable reserves at 31 December 2024 in respect of the Group totals £5,108,000 (2023: £4,245,000 as restated). Distributable reserves at 31 December 2024 in respect of the Company totals £1,686,000 (2023: £691,000). This takes into account the balances included in the Profit and loss reserve, Own shares reserve and the Other reserve.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The operating leases wholly represent leases to third parties. The leases are negotiated with various terms in terms of length and break clause.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Key Management Personnel

Key management personnel are deemed to be the directors of the group and the directors of the subsidiary companies. The total combined remuneration paid to key management personnel for the year was £1,528,000 (2023: £1,433,000).

Related Parties

During the prior year £1,050,000 of the loan due to the Group from Clegg Developments Limited was repaid, and a further £180,000 was written off. Clegg Developments Limited is a company with a common director.

The group has taken advantage of the exemption available under section 1AC.35 of FRS 102, from disclosing transactions entered into between two or more wholly-owned members of the group.

Clegg Holdings Limited is controlled by Clegg Employee Ownership Trust, see note 26.

During the year T S Richmond, a director of Clegg Holdings Limited, carried out consultancy work for the group. Total fees charged amounted to £14,000 (2023 - £14,000).

Clegg Group Limited

In the prior period, a £54,000 balance included as a debit balance within Clegg Group Limited's other creditors relating to J.W. Engineering Limited, a wholly owned subsidiary, has been written off against opening profit and loss reserves. This change was as a result of a historic misclassification of the J.W. Engineering Limited balance.

A balance of £756,000 relating to subcontractor retentions was reclassified from other creditors to trade creditors to ensure consistency with the other group companies. Additionally, a £2,349,000 balance relating to amounts due from a contract customer was reclassified from other debtors to amounts recoverable on long-term-contracts.

Clegg Food Limited

In the prior period, a £576,000 balance included as a credit within gross amounts owed by contract customers has been reclassified to gross amounts owed to contract customers. This balance relates to contracts which have been invoiced in advance of contract valuation.

A balance of £334,000 included as a debit within trade creditors has been reclassified to amounts owed by contract customers. This amount has been reclassified to ensure contract balances are not net off.

£115,000 included as a credit balance within gross amounts owed by contract customers has also been reclassified to trade creditors. The balance represents invoices processed but not yet allocated to the relevant contract.

A balance of £78,000 has also been reclassified from trade creditors to other creditors. The balance represents the CITB creditor at the year-end.

Clegg Construction Limited

In the prior period, a balance of £5,581,000 included as a credit within trade creditors has been reclassified to gross amounts owed by contract customers. This amount has been reclassified to ensure contract balances are not net off.

A balance of £168,000 included as a debit within gross amounts owed by contract customers has also been reclassified to trade creditors. The balance represents invoices processed but not yet allocated to the relevant contract.

Group position

The total effect of the above adjustments is shown on the restated balance sheet, resulting in a £6,208,000 reclassification between debtors and creditors. The debtors and creditors notes to the accounts are restated. The above adjustments have a £nil effect on the profit in the prior year. The J.W Engineering Limited restatement has reduced consolidated net assets as at 1 January 2023 by £54,000.