The directors present the strategic report for the year ended 31 March 2025.

The principal activities of the. Group are separated into three distinct divisions being Care, Leisure and Property. Within our Care Division we operate nursing and residential care home facilities. Within our Leisure Division we operate bars, restaurants, hotels, a back-packing hostel and earn rent from letting leisure venues. Within our Property Division we own commercial investment properties.

The Consolidated Income Statement presents the consolidated performance results for the Group for year ending 31 March 2025.

The Statement of Comprehensive Income shows the results for the year ended 31 March 2025. The Group's turnover was £63.4m representing an increase of 10.19% on the previous year (2024: £57.5m). The EBITDA result was £12.0m (2024:£13.6m), a 12% decrease on the previous year and the resultant operating profit reduced by 38% to £6.3m (2024: £10.2m).

Shareholders' Funds increased by 4.4% to £98.9m (2024: £94.6m).

We continue to invest in a significant capital expansion programme across both the Care and Leisure sectors to continue to improve the quality of services across our business. The impact of the current economic environment has been partly mitigated due to holding well-diversified assets, including a portfolio of well invested care home facilities, a mix of leisure operations and geographically spread investment properties. This diversification remains key to the continuing success of our business.

Care Division

Trading through the 'Prestwick Care' brand, our care division has a reputation for excellence through the quality of

its homes and provision of high-quality care. We are a forward thinking, dynamic organisation that is committed to

the development of our staff and ensuring that the highest standards of care are continually maintained. The care,

well-being, safety and comfort of our residents is paramount, which is why we have embedded a person-centred,

individual care approach.

During the previous year, the Group acquired three new homes from Four Seasons Healthcare with two based in

Northumberland and one in North Tyneside, which matches well with our current portfolio. We are trading

these homes under a separate brand - 'Lifestyle Care North East'. At the time of acquisition we identified that these homes required significant investment in terms of funds for capital improvement but also in terms of time and effort to improve the care quality which will result in improvements to occupancy, CQC ratings and financial performance. During the year we have invested significantly in refurbishing and improving these homes, a process which continues into the next financial year.

At the year-end we had 18:operational care homes with development continuing on Bay View House in Whitley Bay,

North Tyneside which will comprise the full conversion and extension of the former Rex Hotel to create an 83 bed

care home with the opening scheduled for mid-October 2025.

In total, as at 31 March 2025, the Group had1,019 beds (2024: 1,019).

In terms of financial performance for the year end 31 March 2025, fee income grew by £7.6m to £53.0m (2024:

£45.4m).

Key Performance Indicators:

The principal Key Performance Indicators (KPIs) used by the Group to measure the level of ongoing performance is

shown below:

At 31 March 2025 At 31 March 2024 Difference

Average room occupancy 85.0% 80.5% +4.5%

Average weekly fee rate £1,117.12 £1,067.28 +£49.84

The business continues to face issues in relation to the employment market and the struggle to recruit and retain

staff across the care sector with the exodus of people out of the Care sector to work in other fields to which

the Group has not been immune. This remains an ongoing issue in the business.

We continue to be enormously grateful to our staff for their hard work to provide high-quality care to our residents

and their effort and dedication to provide a great contribution to the success of the care homes.

Increasing inflation during the year has impacted the cost base, especially around wage costs, utility, insurance and

food costs. The higher interest rates have also increased the amount of debt service required which has impacted

cashflow which we are closely monitoring. Due to the cost pressures the Care Home sector is facing, most local

authority weekly rates, which dictate a substantial proportion of our income, increased substantially at the beginning

of this financial year, and increased again in April 2025 which helps to alleviate some of the cost challenges.

Despite the uncertainties, the Board remains positive about the future, about our ability to cope with the challenges

posed through our experienced management team, and that we are able to continue to provide person-centred

high-quality individual care.

Leisure Division

The Malhotra Leisure division operates a mix of bars, restaurants, hotels, a back packing hostel and the rent of certain leisure venues all located in and around Newcastle upon Tyne.

Malhotra Leisure has a reputation for unique venues that are presented to a high quality and that offer the highest

standards of customer satisfaction.

Following on from the two previous financial years which saw more tempered demand with inflation and interest rates affecting customers' disposable income, financial year 2025 has seen trading similarly affected, and demand has dropped following price increases introduced by the business to cover increasing wages, energy and raw materials. We have also seen a shift in consumer spending behaviour towards less spending on alcohol and a reduced spend per transaction.

In the prior year a contract to let the New Northumbria Hotel to the Home Office ceased in January 2024 and the loss of this income has impacted on both revenue and profits when looking at a year on year business performance. The hotel is currently closed for refurbishment.

Cost inflation continued to impacted the business during the year. Increases in wage costs continue to

impact with the ramifications of the increase in National Minimum Wage, and also the lack of trained kitchen staff/

chefs is an industry wide issue which we have also been impacted by.

Our Leisure division has seen a strategic shift in recent years to focus on operating high quality assets. In addition,

in some instances, we have moved away from being the sole operator of all trading activities at a leisure venue, and

instead have entered into 'partner' arrangement with third parties who lease and operate part of our facilities. We

have found this to be a highly effective strategy, meaning our income stream is now a hybrid of (mainly) trading

income but also includes an element of rental income. Our longer term strategy is to continue to invest in high quality assets although we will look to let these sites rather than operate them.

At the year end we took the decision to close our Leila Lily's bar and restaurant. This was directly influenced by the decision to increase both National Minimum Wages rates and employer NIC in the October 2024 Budget.

Revenue for the financial year 2025 was £8.0m (2024: £8.2m).

Property Division

Our property portfolio is mainly located in the North East and includes a diverse range of properties mainly in urban

locations. Our tenants include a mix of local businesses and well-known High Street names. Per the North East

property report from April 2020, we rank 8th for the largest property ownership with a 1.1% market share, and 68th

in the whole country for largest property ownership with a 0.3% market share. Our NIA (Net Internal Area) is

658,395 square feet.

Turnover for the year was £2.4m (2024: £3.9m).

Group

Property risk

If a property were severely damaged by fire or flooding or a serious equipment malfunction, then this could endanger tenants, customers and staff in the first instance, but also mean significant disruption to the provision of services for some period of time. In order to mitigate this, Malhotra Group is committed to making all necessary arrangements to ensure that the buildings and equipment are maintained at all times and to protect staff, residents, visitors, contractors and members of the public who may be affected by our activities. This will be achieved by ensuring compliance with relevant legal and Approved Codes of Practice standards and include ensuring that a programme of routine and emergency maintenance of the premises is in place and that records are kept of all maintenance activities. All buildings, fabrics, fittings, plant, utilities and equipment are kept in good, safe condition, in efficient working order and in good repair and services such as water, lighting, heating and air conditioning are maintained appropriately to ensure that premises are comfortable, economical and safe to use and that energy is not wasted.

Liquidity/Interest rate risk

The company continues to be funded by bank loans secured on freehold and investment properties. The properties across the portfolio continue to be well maintained and to hold their valuations although this could be impacted by macroeconomic factors. Fluctuations in interest rates would impact cashflow although there is headroom in the cashflow forecasts to handle this. Working capital is monitored closely to ensure that the company maintains sufficient cash for its ongoing operations and future developments. The Group continues to investigate hedging instruments and whether these are appropriate to manage risk.

Data protection risk

The risk continues to be controlled through the data protection polices and privacy notices that are in place. Internal data protection activities are well managed and all responses to data requests are provided ensuring compliance with ICO guidance. Awareness continues to be raised with staff of data protection issues through updates and training.

Care Division

Pandemic risk

The situation is still monitored in case of home outbreak and precautionary measures remain in place to mitigate infection.

Staff recruitment and skill levels

The ongoing national carer and nursing staff shortages continue to impact on staff availability and salary expectations. In addition, staff costs are also impacted by the ongoing increases in the National Minimum Wage.

Local Authorities and Care Commissioning Groups have recognised the cost pressures and provided care home providers with a fee level increase to assist in funding these incremental costs. Our recruitment efforts have helped to bring in additional staff to fill shortages and we continue to develop our existing staff.

Regulatory risk

The social care sector continues to be highly regulated by both Local Authorities and the CQC, both of which rightly

have high expectations for the standards of care to be provided by care home operators. We are confident that we

have the right level of experience and competence within our management team and senior staff structure to ensure

we continue to meet the high standards expected of us. However, failure to comply with regulations could lead to

substantial penalties. This is mitigated by the policies and procedures we have in place which staff must adhere to,

and management oversight, which together continues to ensure the safety of residents.

Market risk

A large proportion of the company's income comes from the provision of services to Local Authorities and the NHS

through Clinical Commissioning Groups (CCGs). If there are any changes in legislation or in the levels of funding

with these public bodies, or the contracts are not renewed, this could significantly impact the company's revenue.

The company ensures that it delivers a high class service to its' residents in well maintained and attractive

properties to make it a provider of choice, and continues to maintain strong relationships with the Local Authorities,

NHS, CCGs and the CQC. The ongoing national staff shortages continue to impact on staff availability and salary

expectations. In addition, staff costs are also impacted by the ongoing increases in the National Minimal Wage.

Local Authorities and Care Commissioning Groups have recognised the cost pressures and provided care home

providers a fee level increase to assist in meeting these additional costs.

Inflation risk

Revenue earned is from long term contracts at agreed rates of service provision. Any increase in inflation rates

over and above those forecast will result in additional cost increases and may have the consequence of reducing

profitability. Increases to the National Minimum Wage (and from April 2025 employer NIC) continue to impact labour costs and there is a risk that these are not always covered by fee increases from public funders, thereby also affecting margins. Increases to energy costs have been mitigated in the short to medium term due to taking short term contracts whilst the market prices are high, and renewing contracts once the rates drop.

Credit risk

The company's credit risk relates to its trade debtors. There is potential exposure to credit risk due to the company's

revenue being partly derived from privately funded customers. The risk of weak macro-economic conditions

through recession and high unemployment may result in reduced disposable income and pension funds and a

reduction in house values which may impact the ability to pay for care fees. The company has procedures in place for dealing with aged debt and adequate provisions have been included in the financial statements.

Leisure Division

Staffing and skill levels

Chef vacancies particularly are still difficult to fill which adds cost pressure on wages due to competition in the

market for candidates. This risk is being partly mitigated by other trained staff in the organisation covering for any

vacancies.

Regulatory risk

If the company fails to comply with current licensing regulations, regulatory action could include the revocation of

the licence to operate. The company ensures managers and supervisors are fully aware of all aspects of the

licensing legislation in order to mitigate the risk. In addition, food hygiene regulations are taken very seriously with a

4 star rating in one venue and 5 star rating in the others.

Market risk/economic climate

The leisure and hospitality markets are strongly linked to the health of the economy and the impact that it has on

consumer confidence and ultimately on the level of disposable incomes, which is especially key at present with the

current cost of living and energy cost crisis. The Company is well placed to navigate these financial risks given the

financial strength of the wider group together with its high quality, diverse and customer focused portfolio of venues.

Patterns in consumer spending can also change rapidly and if the company does not keep abreast of changes in

tastes and respond accordingly, this could impact revenue and footfall. The site and marketing teams work very

closely to analyse trading and ensure that the company identifies and remedies weaknesses and keeps on trend.

At present we are closely monitoring business costs and opening hours to reduce any excess spend. Additionally,

competition within the broader leisure sector remains strong, especially within the Newcastle Upon Tyne city centre

locations and we have recently conducted some market research to understand this better and ensure we are

positioned correctly in terms of price and offering. However, this risk should be minimised due to our continuous

investment in our assets, ensuring we comfortably exceed industry standards, and therefore make our venues

attractive to customers.

Inflation risk

Increases to the National Minimum Wage continue to impact labour costs and there is a risk that increased

competition in the labour market in the sector due to a shortage of staff will push wage costs up further. Costs due

to pressures in the job market are not only impacting the leisure sector, but other sectors and this has impacted the

cost of purchases. The company has contracts in place with the main food and beverage suppliers which should

mitigate the risk of cost increases in the short to medium term. Additionally, cost price rises on utilities should be

mitigated in the short to medium term due to taking short term contracts whilst the market prices are high, and

renewing contracts once the rates drop. However, from a revenue perspective, the continued increase in inflation

and the cost of living crisis is a risk to customer spend with people facing inflationary pressures across all costs in

the normal lives and having to prioritise spend. We are mindful to this with our product pricing and are monitoring

footfall and revenue closely.

Property Division

Market risk

Due to our property portfolio largely being located in urban settings, the health of the economy and the impact that it

has on consumer confidence is important for our tenants' businesses. To mitigate this risk, we ensure that we have

a spread of tenants from small local businesses to large blue chip companies and across a wide range of sectors.

Additionally, our portfolio of investment properties is actively managed to ensure that they meet with the various

terms and rents as detailed within their respective leases. This also helps to minimise voids, but should any arise,

we will work closely with agents to ensure the void periods are minimised.

Credit risk

The company's credit risk relates to its trade debtors. There is potential exposure to credit risk due to the company's

revenue being derived from commercial tenants. The risk of weak macro-economic conditions through recession

and high unemployment may result in our tenants' businesses failing. Rent payments and terms are continuously

monitored to ensure that tenants do not fall into arrears. The company has procedures in place for dealing with

aged debt and adequate provisions have been included in the financial statements

The Directors of the Group have acted in a manner that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors have regard (amongst other matters) to those obligations set out in section 172 (1)(a) to (f) when performing their duties.

Our primary stakeholders are our people and our customers. The Directors take necessary measures to ensure due consideration is given to our other key stakeholders including suppliers, funders, regulators such as CQC, the relevant Local Authorities and CCG partners, and the communities we operate within and service. When Directors consider material decisions within the business, they take account of the needs and the potential impact on these key stakeholder groups.

The development of a new care home or leisure venue are examples of material or strategic decisions made to deliver long term shareholder value but also to enhance the community in which we are looking to invest and operate. Central to the investment decision is the stakeholder value derived from; the ability to fulfil care demand from local residents, provide further employment opportunities for both our existing and for our new people, and through working with our supply chain to maximise value for money and return on investment.

The Group also recognises the importance of preserving the mental well-being of its employees and has sought to provide practical advice and sign-post to support resources wherever possible, through engagement, staff circulars and various platforms such as employee updates on our website and provision of an Employee Assistance Programme.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company and group continued to be the of management of subsidiary companies. The group's principal activities comprise three main strands: the operation of a portfolio of care homes; operation of a portfolio of hotels and bars; management of a portfolio of investment properties.

The results for the year are set out on page 16.

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 bank loans which are interest bearing and which are secured on the company's freehold and investment property assets. The applicable loan interest rates are linked to movements in the bank base rates. At present the company does not have any interest rate hedges in place to mitigate any interest rate risk. А 1% interest rate movement would result in an change to interest charged to the income statement of approximately £780,000 per annum.

The company complies with obligations in relation to the Equality Act 2010 and aims to ensure that job applicants

and employees do not suffer less favourable treatment on the basis of any protected characteristic. Job applicants

are not asked to provide information about their health or any disability before a job offer is made.

Employees are encouraged to discuss any disability with the company to enable us to support them as much as

possible. Should an existing employee become disabled we work with the employee and take advice from our

Occupational Health provider (where appropriate) to carefully consider any reasonable adjustments and try to

accommodate them where practicable.

Staff training needs are identified through our Employee Review process and all staff are given appropriate access to training to enable them to progress within the organisation. All promotion decisions are made on the basis of merit. We also provide online Health and Safety training both within our Care Division and at Head Office to all employees.

The company is passionate about delivering the best possible customer centred experience through everything we do. The company's values are to always act with integrity and treat everyone with respect, dignity and fairness, to take time to show you we care, and to be supportive of all staff who are willing to speak up and voice their opinions for the goodness and wellbeing of the company. We are committed to providing an engaging and inclusive environment for everyone who works with us regardless of their background or beliefs and we promote policies that ensure equal opportunities for all staff regardless of protected characteristics. A newsletter, "The Insider", is issued to all staff to keep them informed of activities within the wider group. The company keeps employees informed on more relevant issues through regular informal and formal meetings with managers and our employee portal. We have also introduced a free employee assistance programme (EAP) which is open to all staff and their families, being particularly mindful of the stress and pressures which people have experienced through the pandemic. The EAP supports employees with personal and professional problems that could be affecting their home or work life, health and general wellbeing via confidential 24/7 support on the telephone or via an app.

Care Division

Investment continues into our portfolio, including one new site under construction in Whitley Bay. The development of Bay View, a brand new 83 bedroom care home facility, commenced in 2021 on the existing 'Rex Hotel' site on the sea front Whitley Bay. This home is scheduled to open in mid-October 2025. This will be a Platinum Standard home to add to the other two Platinum Standard homes in the company's portfolio.

The Group is continuing to invest in the three homes acquired in the previous financial year which trade under our Lifestyle Care brand. This is part of an ongoing three year programme to fully refurbish these properties.

The Group continues to invest in our workforce to ensure we offer the best possible environment in which to deliver high quality care. Prestwick Care continues to be a leading provider of quality care in the North East of England. To this end, the Group continues to develop relationships with all Local Authorities and NHS commissioner groups to provide an integrated health and social care system. Additionally, during the year the Group has installed a new Digital Social Care Records system in all its' homes to enhance the care provided and free up staff from administration to be able to spend more quality time with residents.

Leisure Division

Despite the ongoing uncertainty arising from the cost of living crisis, the company continues to invest in its portfolio to ensure that it remains modern and attracts the required footfall. Installation of a new soft play zone at the Three Mile Inn was completed in 2024, and there is significant investment planned for the redevelopment of the New Northumbria Hotel, Jesmond, The Market Lane, Newcastle and Sandpiper, Whitley Bay. The Group will continue to review the composition of its portfolio in terms of strategic contribution.

Property Division

The property division will continue to review the composition of the property portfolio in terms of strategic contribution. The Group continuously assess the portfolio of rental properties and, where it is deemed appropriate, will look to divest of properties and reinvest into opportunities which provide a higher return.

In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the group will be put at a General Meeting.

In compliance with the streamlined energy and carbon reporting ("SECR") regulations, the Group publishes its

annual global emissions using "tonnes of CO2 equivalent". The reporting period for GHG emissions is 1 April 2024 to 31 March 2025 and the prior year 1 April 2023 to 31 March 2024, with each shown separately below. The Group has taken the exemptions to exclude reporting on all subsidiaries that are not themselves obliged to report. On this basis, the reporting relates only to Malhotra Care Homes Limited.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The methodology used:

The conversion of units of fuel used into tonnes of CO2e has been done utilising the UK Government Conversion

Factors 2024.

- Scope 1 emissions have been calculated by taking the total kwh of gas used in the company's care homes during

the reporting period and converting them to tonnes of CO2e using the appropriate conversion factor.

- Scope 2 emissions have been calculated by taking the total kwh of electricity used in the company's care homes

during the reporting period and converting them to tonnes of CO2e using the appropriate conversion factor.

- Scope 3 emissions have been excluded because the value of business travel miles is beneath the 2% materiality

threshold adopted.

The intensity ratio by registered bed has been selected as the most representative factor for reporting as

normalises the emissions from the care homes and is the simplest measure of their output.

At Malhotra Group we are committed to reducing our environmental impacts and carbon footprint. Establishing our

baseline emissions within our largest trading activities will provide us with an understanding of the emissions

produced from our primary business activity and will help us focus our efforts to reduce emissions with maximum

effect.

The Group has demonstrated its desire to reduce the level of greenhouse gas emissions through the participation of the ESOS regulatory reporting with compliance demonstrated through Display Energy Certificates and an DEC

compliant audit. For new developments, the Group now installs more efficient boilers, underfloor heating and

thermostatic controls to maximise energy efficiency. Renewable energy sources are being investigated for future

designs.

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.

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;

• 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.

We have audited the financial statements of Malhotra Group PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, 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 March 2025 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the group, we identified that there were principal risks of non-compliance with laws and regulations central to the group's operations, principally with regard to the care home division due to the oversight of the Care Quality Commission (CQC) and the group's care homes receiving regular inspections from the CQC. We also considered those laws and regulations that have a direct impact on the financial statements of the company such as the Companies Act 2006 and UK tax legislation.

Audit procedures performed by the engagement team included:

Review of the care home CQC inspection reports;

Discussions with UK directors and key management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

Evaluation and testing of the operating effectiveness of management's controls designed to prevent and detect irregularities;

Reviewing relevant meeting minutes;

Identifying and testing journal entries based on risk criteria;

Testing transactions entered into outside of the company's normal course of business.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of ii. 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 or 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 parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,794,692 (2024 - £2,028,149 loss).

Malhotra Group plc ("the company") is a private limited company registered in England and Wales. The registered office is Malhotra House, 50 Grey Street, Newcastle upon Tyne, NE1 6AE.

The group consists of Malhotra Group PLC 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 UK sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Malhotra Group PLC together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the 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.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised as follows:

Bar and restaurant takings are recognised at the point of sale (excluding value added tax) and supplier rebates receivable.

Care home residents' fees receivable (exempt from value added tax) are recognised either under the terms of contracts with local authorities or under the terms of short term letting agreements.

Rents receivable are recognised in accordance with the underlying property leases and exclusive of value added tax where there are options to tax on properties.

Hotel and backpacker hostel fees are recognised at point of sale or booking (excluding value added tax).

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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 the following bases:

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.

Assets in the course of construction are not depreciated until they are complete and have been brought into use.

Property improvement costs are in respect of leased properties and are depreciated over the length of each property lease when they have been brought into use.

In respect of bank loan finance obtained for a particular property development project, loan interest payments are capitalised as a cost of construction.

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.

The methods and significant assumptions used to ascertain the fair value are as follows:

Some investment properties have been valued at fair value based on valuations performed by chartered surveyors.

The remaining investment properties have been valued at fair value based on director's estimates.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

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

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cost is calculated using the first in, first out method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current and deferred taxation assets or liabilities are not discounted.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Tangible fixed assets

The length of the useful lives of fixed assets are determined by the directors' judgement.

Fair value of investment properties

Some investment properties have been valued at fair value based on the director's estimates.

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

Their aggregate remuneration comprised:

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

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The carrying value of land and buildings comprises:

Freehold land and buildings with a carrying amount of £104,872,479 (2024: £106,987,434 ) have been pledged to secure borrowings of the group. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

Assets in the course of construction with a value of £17,961,478 (2024: £13,089,054) has been pledged to secure borrowings of the group.

Included in the additions to assets under construction are capitalised borrowing costs of £1,088,158 (2024: £432,324).

Land and buildings with a carrying amount of £13,848,009, £37,112,345 and £54,743,992 were revalued respectively at 10 May 2021, 7 January 2022 and 7 July 2022 by CBRE, independent valuers not connected with the company, on the basis of market value. The valuation conforms to RIGS Valuation • Professional Standards and was based on recent market transactions on arm's length terms for similar properties.

The properties were valued at open market values on the basis of special assumptions that they are fully equipped operational entities having regard to their current use and trading potential.

Other freehold properties were valued on 6 August 2013 by Lambert Smith Hampton. In the opinion of the directors, there has been no significant change in their value since that date.

Certain other freehold properties were valued on an open market basis on 28 July 2014 by Edward Symmons LLP and on 18 April 2013 by BNP Paribas Real Estate.

Some of the group's properties have been subject to valuations for bank purposes.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

The investment properties have been valued on an open market basis based on directors' estimates.

Some of group's investment properties have been subject to valuations for bank purposes and these valuations have been accounted for where appropriate.

The historic cost of the investment property is £30,362,392 (2024 £33,983,329).

Investment property with a value of £33,187,226 (2024: £33,374,706) has been pledged as security for the group's bank liabilities.

Interest in joint venture

During 2011, subsidiary undertakings provided funds for the unincorporated partnership, Grey Street Developments. This money was used to purchase the freehold property 11/13 Grey Street, Newcastle upon Tyne, with the objective of using the property for the operation of a hotel and related leisure activities. No trading activities have yet taken place within this joint venture.

The directors have considered the value of the investment without revaluing it. The directors are satisfied that the value of the investment at the year-end was not less than the amount at which it is stated in the accounts. The investment is accordingly stated in the accounts on the basis that a revaluation of the investment took place at that time.

Details of the company's subsidiaries at 31 March 2025 are as follows:

The company has taken advantage of the provisions of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" in accounting for group reconstructions under merger accounting.

The company has taken advantage of merger relief under the provisions of Section 612 of the Companies Act 2006 in not applying any premium to the additional shares allotted.

The long-term loans are secured by fixed charges over certain group freehold and investment properties.

The loan finance has interest rates.in a range of 1.98% - 4.53% plus Bank of England base rate. Except for a development loan, all loans are repayable in monthly instalments.

The maturity profile of all other loan terms extends to February 2038. Action will be taken as required to refinance as necessary approaching the end of loan term dates.

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

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.

The holders of ordinary "A" shares have 3 votes per share. The holders of all other classes of share have 1 vote per share.

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:

Amounts contracted for but not provided in the financial statements:

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The ultimate controlling party is J Malhotra.

The Group were successful in its the litigation with Aviva Insurance Ltd, the judgement being handed down on 7 May 2025 (Malhotra Leisure Ltd v Aviva Insurance Ltd).

Whilst the case has been decided in our favour, dialogue is continuing with regard to the quantum of the settlement and its various constituent parts. We have maintained a provision for the recovery of our legal costs in relation to this litigation but have not provided anything in respect of the claim itself, interest, and the potential for additional consequential damages arising from Aviva’s decision to cancel our insurance policy. We expect this to be determined in the next financial year when the amounts, when known, will be recognised.