REGISTERED NUMBER: 00754544 (England and Wales)

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

DEAN PROPERTY GROUP LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Consolidated Profit and Loss Account

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Notes to the Consolidated Financial Statements

12

Directors:

M E O'Donnell

J C Beever

J A Wild

Secretary:

J C Beever

Registered office:

Springfield House

Water Lane

Wilmslow

Cheshire

SK9 5BG

Registered number:

00754544 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

Principal activity

The principal activity of the group in the year under review was that of property investment.

Directors

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

M E O'Donnell

J C Beever

J A Wild

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors 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 company and the group 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

M E O'Donnell - Director

5 December 2025

Opinion

We have audited the financial statements of Dean Property Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 of the parent company 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing payroll, accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and/or where is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:

- The companies Act 2006 and FRS 102 1A in respect of the preparation and presentation of the financial statements; and

- UK Taxation law.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were:

- Manipulation of financial statements, especially revenue and property valuations, via fraudulent journal entries.

The procedures we carried out to gain evidence in the above areas included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

- Ensuring that monies received have been correctly recognised within revenue; and

- Assessing the extent of compliance with relevant laws and regulations.

Overall, the senior statutory auditor was satisfied the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

5 December 2025

Turnover

7,678,274

7,174,813

Administrative expenses

(2,875,033

)

(1,725,194

)

4,803,241

5,449,619

Other operating income

884,960

9,422,254

Operating profit

5

5,688,201

14,871,873

Loss on sale of investment

6

-

(11,039,650

)

5,688,201

3,832,223

Income from fixed asset investments

(13,668

)

104,400

Interest receivable and similar income

191,609

309,116

5,866,142

4,245,739

Interest payable and similar expenses

(580,484

)

(928,678

)

Profit before taxation

5,285,658

3,317,061

Tax on profit

7

(1,495,896

)

(3,309,914

)

Profit for the financial year

3,789,762

7,147

Profit attributable to:

Owners of the parent

3,789,762

7,147

Fixed assets

Tangible assets

10

41,900

3,377

Investments

11

137,897

137,897

Investment property

12

84,732,030

84,007,030

84,911,827

84,148,304

Current assets

Debtors

13

4,986,816

3,413,600

Investments

14

80,932

100,000

Cash at bank and in hand

5,274,762

5,248,190

10,342,510

8,761,790

Creditors

Amounts falling due within one year

15

6,049,950

6,293,163

Net current assets

4,292,560

2,468,627

Total assets less current liabilities

89,204,387

86,616,931

Creditors

Amounts falling due after more than one year

16

(6,844,466

)

(7,915,904

)

Provisions for liabilities

18

(8,661,200

)

(8,459,200

)

Net assets

73,698,721

70,241,827

Capital and reserves

Called up share capital

19

398,744

398,744

Share premium

3,115

3,115

Revaluation reserve

20

32,313,371

31,775,261

Retained earnings

40,983,491

38,064,707

Shareholders' funds

73,698,721

70,241,827

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

The financial statements were approved by the Board of Directors and authorised for issue on 5 December 2025 and were signed on its behalf by:

M E O'Donnell - Director

Fixed assets

Tangible assets

10

39,767

623

Investments

11

2,484,899

2,484,899

Investment property

12

-

-

2,524,666

2,485,522

Current assets

Debtors

13

24,155,833

20,707,915

Investments

14

80,932

100,000

Cash at bank and in hand

223,476

963,817

24,460,241

21,771,732

Creditors

Amounts falling due within one year

15

5,810,475

4,517,625

Net current assets

18,649,766

17,254,107

Total assets less current liabilities

21,174,432

19,739,629

Provisions for liabilities

18

1,200

1,200

Net assets

21,173,232

19,738,429

Capital and reserves

Called up share capital

19

398,744

398,744

Share premium

3,115

3,115

Retained earnings

20,771,373

19,336,570

Shareholders' funds

21,173,232

19,738,429

Company's profit/(loss) for the financial year

1,767,671

(8,558,314

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 5 December 2025 and were signed on its behalf by:

M E O'Donnell - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

398,744

45,510,464

3,115

24,822,655

70,734,978

Changes in equity

Dividends

-

(500,298

)

-

-

(500,298

)

Total comprehensive income

-

(6,945,459

)

-

6,952,606

7,147

Balance at 31 March 2024

398,744

38,064,707

3,115

31,775,261

70,241,827

Changes in equity

Dividends

-

(332,868

)

-

-

(332,868

)

Total comprehensive income

-

3,251,652

-

538,110

3,789,762

Balance at 31 March 2025

398,744

40,983,491

3,115

32,313,371

73,698,721

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

398,744

28,395,182

3,115

28,797,041

Changes in equity

Dividends

-

(500,298

)

-

(500,298

)

Total comprehensive income

-

(8,558,314

)

-

(8,558,314

)

Balance at 31 March 2024

398,744

19,336,570

3,115

19,738,429

Changes in equity

Dividends

-

(332,868

)

-

(332,868

)

Total comprehensive income

-

1,767,671

-

1,767,671

Balance at 31 March 2025

398,744

20,771,373

3,115

21,173,232

1.	Statutory information

Dean Property Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.

Subsidiary undertakings are included using the acquisitions method of accounting. Under this method the group profit and loss account includes the results of subsidiaries from the date of acquisition and to the date of sale outside the group in the case of disposals of subsidiaries.

All subsidiaries are included in the consolidation.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future event that are believed to be reasonable under the circumstances.

There are not considered to be any critical judgements in applying the company's accounting policies.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

Property valuation

The fair value assessment of the investment properties is deemed to be the only significant accounting estimate which has a risk of causing a material adjustment within the next financial year. The properties were valued on an open market basis by the directors at the year end. The directors consider the market data available, the condition of the properties and rental yields when assessing the fair value of the properties.

Turnover

Turnover represents rents receivable and related fees for the period, net of value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

15% straight line

Fixtures and fittings

-

33% straight line and 15% straight line

Motor vehicles

-

25% straight line

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.

Investment property

Investment property is shown at fair value. Any aggregate surplus or deficit arising from changes in market value is charged or credited to the profit and loss account as other operating income.

Although this accounting policy is in accordance with FRS 102 Section 1A it is a departure from the general requirement of the Companies Act 2006 for all tangible assets to be depreciated. In the opinion of the directors compliance with the standard is necessary for the financial statements to give a true and fair view. Depreciation or amortisation is only one of many factors reflected in the annual valuation and the amount of this which might otherwise have been charged cannot be separately identified or quantified.

Financial instruments

The company and group have chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

There are no assets which are initially measured at fair value.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies 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 receipts discounted at a market rate of interest.

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. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments

Listed fixed and current asset investments are included at market value.

4.	Employees and directors

The average number of employees during the year was 5 (2024 - 5 ) .

5.	Operating profit

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

14,477

1,580

Operating leases

102,470

95,183

Fair value adjustments

725,000

9,305,606

6.	Exceptional items

2025

2024

£

£

Loss on sale of investment

-

(11,039,650

)

During the prior year the group incurred an exceptional loss of £11,039,650 on the sale of an investment.

7.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

1,293,896

1,019,343

(Over)/under provision

prior year

-

(62,429

)

Total current tax

1,293,896

956,914

Deferred tax

202,000

2,353,000

Tax on profit

1,495,896

3,309,914

8.	Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.

Dividends

2025

2024

£

£

B Ordinary shares of £1 each

Interim

332,868

500,298

10.	Tangible fixed assets

Group

Plant and

machinery

etc

£

Cost

At 1 April 2024

242,138

Additions

53,000

At 31 March 2025

295,138

Depreciation

At 1 April 2024

238,761

Charge for year

14,477

At 31 March 2025

253,238

Net book value

At 31 March 2025

41,900

At 31 March 2024

3,377

Company

Plant and

machinery

etc

£

Cost

At 1 April 2024

71,579

Additions

53,000

At 31 March 2025

124,579

Depreciation

At 1 April 2024

70,956

Charge for year

13,856

At 31 March 2025

84,812

Net book value

At 31 March 2025

39,767

At 31 March 2024

623

11.	Fixed asset investments

Group

Other

investments

£

Cost

At 1 April 2024

and 31 March 2025

137,897

Net book value

At 31 March 2025

137,897

At 31 March 2024

137,897

Company

Shares in

group

Other

undertakings

investments

Totals

£

£

£

Cost

At 1 April 2024

and 31 March 2025

2,347,003

137,896

2,484,899

Net book value

At 31 March 2025

2,347,003

137,896

2,484,899

At 31 March 2024

2,347,003

137,896

2,484,899

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Brisbane House Limited

Registered office: United Kingdom

Nature of business: Property rental

%

Class of shares:

holding

Ordinary

100.00

Deluxesquare Limited

Registered office: United Kingdom

Nature of business: Property rental

%

Class of shares:

holding

Ordinary

100.00

Optionhouse Limited

Registered office: United Kingdom

Nature of business: Property rental

%

Class of shares:

holding

Ordinary

100.00