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Dhrona Holdings Ltd

Annual Report and Consolidated Financial Statements
Year Ended 31 March 2025

Registration number: 09174654

 

Dhrona Holdings Ltd

Contents

Strategic Report

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditor's Report

4 to 7

Consolidated Profit and Loss Account

8

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 31

 

Dhrona Holdings Ltd

Strategic Report

Year Ended 31 March 2025

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

Principal activity

The principal activity of the group is that of a Care Home owner and operator.

Fair review of the business

The group continues to hold investments in Woodley Hotels Limited and Woodley Hotels (Hampshire) Limited, having disposed of Cavendish Close Limited in the year, and incurs minimal administrative expenses. Excluding the profit on disposal, these expenses were offset by interest and rental income.

The directors are proactively looking for further investment opportunities in the hospitality sector.

The Directors are, however, satisfied with these results as the group has a strong cash and net asset position.

The company's key financial and other performance indicators during the year were as follows:

 

Unit

2025

2024

Net assets of the group

£

11,644,746

2,874,986

Principal risks and uncertainties

The main risk to the company is the recoverabiliy of debtors. The recoverability of debtors has been considered by the directors and no provision is deemed necessary.

Approved by the Board on 22 December 2025 and signed on its behalf by:

.........................................
Mr S G Dhrona
Director

   
     
 

Dhrona Holdings Ltd

Directors' Report

Year Ended 31 March 2025

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

Directors of the group

The directors who held office during the year were as follows:

Mr G D Dhrona

Mr V D Dhrona (ceased 12 August 2024)

The following directors were appointed after the year end:

Mr S G Dhrona (appointed 24 June 2025)

Miss A G Dhrona (appointed 24 June 2025)

Financial risk management objectives and policies

The Group’s principal financial instruments comprise debtors and creditors. The Group has no such exposure to other financial instruments. The financial instruments are carefully managed to ensure that there is little or no liquidity risk and that payments to creditors are made as and when they fall due. The Group has insignificant exposure to exchange rate risk.

Price risk, credit risk, liquidity risk and cash flow risk

The group operated a care home which is highly regulated by the CQC, meaning there was some risk of a poor CQC rating could heavily impact operations. However, the group held an “outstanding” CQC rating and management does everything it can to remain at the top of it’s sector.

Post disposal of the care home, the Group is not exposed to any material operational risks due to the nature of the group. The Group now has minimal transactions, a healthy cash balance and significant net assets. There is some credit risk, however debtors are small and minimal bad debts are experienced.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 22 December 2025 and signed on its behalf by:

.........................................
Mr S G Dhrona
Director

   
     
 

Dhrona Holdings Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 the 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Dhrona Holdings Ltd

Independent Auditor's Report to the Members of Dhrona Holdings Ltd

Opinion

We have audited the financial statements of Dhrona Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 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 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 director's 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

 

Dhrona Holdings Ltd

Independent Auditor's Report to the Members of Dhrona Holdings Ltd

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 3, 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 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.

Auditor’s 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 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.

 

Dhrona Holdings Ltd

Independent Auditor's Report to the Members of Dhrona Holdings Ltd

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:

As part of our audit planning, through discussions with management, we obtained an understanding of the legal and regulatory framework that is applicable to the group and the sector in which it operates to identify the key laws and regulations affecting the group.

We considered laws and regulations that have a direct impact on the preparation of the financial statements, primarily the Companies Act 2006, the reporting framework (FRS 102), and relevant tax compliance regulations in the UK.

We discussed with management how the compliance with these laws and regulations is monitored and we discussed the policies and procedures in place. We also identified the individuals who have responsiblity for ensuring that the entity complies with laws and regulations and deals with reporting any issues if they arise. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company's ability to continue trading and the risk of material misstatement to the accounts.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
- Enquiries of management and those charged with governance regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements.

As part of our enquiries we discussed with management whether there have been any known instances, allegations or suspicions of fraud, of which there were none.

We also evaluated the risk of fraud through management override including that arising from management's incentives. The key risk we identified was fraudulent financial reporting.

In response to the identified risk, as part of our audit work we:
- Used data analytics to test journal entries throughout the year and year end adjustments, for appopriateness; and
- Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.

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. 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 omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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

 

Dhrona Holdings Ltd

Independent Auditor's Report to the Members of Dhrona Holdings Ltd

Use of our report

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

......................................
James Barrett (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW

22 December 2025

 

Dhrona Holdings Ltd

Consolidated Profit and Loss Account

Year Ended 31 March 2025

Note

2025
Continuing operations
£

2025
Discontinued operations
£

2025
Total
£

2024
Continuing operations
£

2024
Discontinued operations
£

2024
Total
£

Turnover

3

2,400

8,470,841

8,473,241

-

7,928,391

7,928,391

Cost of sales

 

-

(5,660,151)

(5,660,151)

-

(5,426,651)

(5,426,651)

Gross profit

 

2,400

2,810,690

2,813,090

-

2,501,740

2,501,740

Administrative expenses

 

54,238

(1,912,167)

(1,857,929)

12,268

(1,753,132)

(1,740,864)

Operating profit

4

56,638

898,523

955,161

12,268

748,608

760,876

Profit/(loss) on disposal of operations

 

-

7,937,404

7,937,404

-

-

-

Other interest receivable and similar income

8

58,373

35,425

93,798

40,541

58,542

99,083

Interest payable and similar charges

9

(47)

-

(47)

(9)

-

(9)

Profit before tax

 

114,964

8,871,352

8,986,316

52,800

807,150

859,950

Taxation

10

(70,796)

(276,138)

(346,934)

(9,496)

(258,620)

(268,116)

Profit for the financial year

 

44,168

8,595,214

8,639,382

43,304

548,530

591,834

Profit/(loss) attributable to:

 

Owners of the company

 

44,168

8,595,214

8,639,382

43,304

548,530

591,834

 

Dhrona Holdings Ltd

Consolidated Statement of Comprehensive Income

Year Ended 31 March 2025

2025
£

2024
£

Profit for the year

8,639,382

591,834

Surplus on property, plant and equipment revaluation

130,378

-

Total comprehensive income for the year

8,769,760

591,834

Total comprehensive income attributable to:

Owners of the company

8,769,760

591,834

 

Dhrona Holdings Ltd

Consolidated Balance Sheet

31 March 2025

Note

2025
£

2024
£

Fixed assets

 

Tangible assets

11

-

16,065,807

Investment property

12

600,000

-

Investments

13

1,609,551

1,550,648

 

2,209,551

17,616,455

Current assets

 

Stocks

14

-

7,850

Debtors

15

1,465,200

391,487

Cash at bank and in hand

 

14,613,446

1,787,951

 

16,078,646

2,187,288

Creditors: Amounts falling due within one year

16

(591,273)

(1,824,803)

Net current assets

 

15,487,373

362,485

Total assets less current liabilities

 

17,696,924

17,978,940

Creditors: Amounts falling due after more than one year

16

(5,989,000)

(13,728,000)

Provisions for liabilities

19

(63,178)

(1,375,954)

Net assets

 

11,644,746

2,874,986

Capital and reserves

 

Called up share capital

21

100

100

Capital redemption reserve

8,711,000

972,000

Fair value reserve

539,702

-

Profit and loss account

2,393,944

1,902,886

Equity attributable to owners of the company

 

11,644,746

2,874,986

Shareholders' funds

 

11,644,746

2,874,986

Approved and authorised by the Board on 22 December 2025 and signed on its behalf by:
 

.........................................
Mr S G Dhrona
Director

   
     

Company Registration Number: 09174654

 

Dhrona Holdings Ltd

Balance Sheet

31 March 2025

Note

2025
£

2024
£

Fixed assets

 

Investments

13

13,000,000

18,000,000

Current assets

 

Debtors

15

4,528,900

3,748,900

Cash at bank and in hand

 

13,258

3,475

 

4,542,158

3,752,375

Creditors: Amounts falling due within one year

16

(511,843)

(1,291,506)

Net current assets

 

4,030,315

2,460,869

Total assets less current liabilities

 

17,030,315

20,460,869

Creditors: Amounts falling due after more than one year

16

(5,989,000)

(13,728,000)

Net assets

 

11,041,315

6,732,869

Capital and reserves

 

Called up share capital

21

100

100

Capital redemption reserve

8,711,000

972,000

Profit and loss account

2,330,215

5,760,769

Shareholders' funds

 

11,041,315

6,732,869

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £2,757,026 (2024 - loss of £3,880).

Approved and authorised by the Board on 22 December 2025 and signed on its behalf by:
 

.........................................
Mr S G Dhrona
Director

   
     

Company Registration Number: 09174654

 

Dhrona Holdings Ltd

Consolidated Statement of Changes in Equity

Year Ended 31 March 2025

Share capital
£

Capital redemption reserve
£

Revaluation reserve
£

Fair value reserve
£

Profit and loss account
£

Total
£

At 1 April 2024

100

972,000

-

-

1,902,886

2,874,986

Profit for the year

-

-

-

-

8,639,382

8,639,382

Other comprehensive income

-

-

130,378

-

-

130,378

Total comprehensive income

-

-

130,378

-

8,639,382

8,769,760

Purchase of own share capital

-

7,739,000

-

-

(7,739,000)

-

Transfers

-

-

(130,378)

539,702

(409,324)

-

At 31 March 2025

100

8,711,000

-

539,702

2,393,944

11,644,746

Share capital
£

Capital redemption reserve
£

Revaluation reserve
£

Fair value reserve
£

Profit and loss account
£

Total
£

At 1 April 2023

100

622,000

-

-

1,661,052

2,283,152

Profit for the year

-

-

-

-

591,834

591,834

Purchase of own share capital

-

350,000

-

-

(350,000)

-

At 31 March 2024

100

972,000

-

-

1,902,886

2,874,986

 

Dhrona Holdings Ltd

Statement of Changes in Equity

Year Ended 31 March 2025

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 April 2024

100

972,000

5,760,769

6,732,869

Profit for the year

-

-

2,757,026

2,757,026

Purchase of own share capital

-

7,739,000

(7,739,000)

-

Waived group loan

-

-

1,551,420

1,551,420

At 31 March 2025

100

8,711,000

2,330,215

11,041,315

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 April 2023

100

622,000

6,114,649

6,736,749

Loss for the year

-

-

(3,880)

(3,880)

Purchase of own share capital

-

350,000

(350,000)

-

At 31 March 2024

100

972,000

5,760,769

6,732,869

 

Dhrona Holdings Ltd

Consolidated Statement of Cash Flows

Year Ended 31 March 2025

Note

2025
£

2024
£

Cash flows from operating activities

Profit for the year

 

8,639,382

591,834

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

202,894

238,270

Profit from disposals of investments

(7,937,404)

-

Finance income

8

(93,798)

(99,083)

Finance costs

9

47

9

Income tax expense

10

346,934

268,116

 

1,158,055

999,146

Working capital adjustments

 

Increase in stocks

14

-

(630)

(Increase)/decrease in trade debtors

15

(2,063,144)

44,989

Increase in trade creditors

16

684,842

402,323

Cash generated from operations

 

(220,247)

1,445,828

Income taxes paid

10

(520,745)

(280,944)

Net cash flow from operating activities

 

(740,992)

1,164,884

Cash flows from investing activities

 

Interest received

93,798

99,083

Acquisitions of tangible assets

(9,108)

(21,641)

Proceeds from sale of subsidiary undertaking, net of cash

 

21,279,747

-

Advances of loans, classified as investing activities

 

(58,903)

(1,550,648)

Net cash flows from investing activities

 

21,305,534

(1,473,206)

Cash flows from financing activities

 

Interest paid

9

(40)

-

Redemption of shares classified as liabilities

 

(7,739,000)

(250,000)

Interest on preference shares

 

(7)

(9)

Net cash flows from financing activities

 

(7,739,047)

(250,009)

Net increase/(decrease) in cash and cash equivalents

 

12,825,495

(558,331)

Cash and cash equivalents at 1 April

 

1,787,951

2,346,282

Cash and cash equivalents at 31 March

 

14,613,446

1,787,951

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
c/o Francis Clark LLP
North Quay House
Sutton Harbour
Plymouth
Devon
PL4 0RA

The principal place of business is:
The Close Care Home
Abingdon Road
Burcot
Abingdon
Oxfordshire
OX14 3DP

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Reduced disclosure exemptions for parent company

FRS 102 grants a qualifying entity exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity:

The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows on the basis that it is a qualifying entity and its cash flows are included in the consolidated financial statements of the group. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other members of the Dhrona Holdings Limited group.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2021. No profit and loss account is presented for Dhrona Holdings Limited, as permitted by section 408 of the Companies Act 2006.

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

Inter-company transactions, balances and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in this note, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historically known factors and experience. Therefore, management do not perceive there to be any critical areas of judgement or key sources of estimation uncertainty in the formulation of the financial statements.

Any estimates and underlying assumptions used by management such as depreciation rates are reviewed on an ongoing basis. Any revision deemed to be required to any accounting estimates would be recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

No such changes or amendments are deemed necessary in either this or the prior period.

Revenue recognition

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers. Which is recognised as the service is delivered to residents.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold properties

1% straight line

Long leasehold properties

Over the term of the lease

Land

Not depreciated

Plant and machinery

15% reducing balance

Fixtures and fittings

15% reducing balance

Investment property

Investment property is carried at fair value. The directors assess fair value, having regard for current market prices for comparable real estate and using observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

No depreciation is provided in respect of investment properties applying the fair value model.

Stocks

Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Defined contribution pension obligation

The group operates a defined contribution pension scheme. Contributions are recognised in the profit and loss account in the period in which they become payable in accordance with the rules of the scheme.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

 

3

Revenue

The analysis of the group's Turnover for the year from continuing operations is as follows:

2025
£

2024
£

Rental income from investment property

2,400

-

The analysis of the group's turnover for the year by market is as follows:

2025
 £

2024
 £

United Kingdom

2,400

-

4

Operating profit

Arrived at after charging/(crediting)

2025
£

2024
£

Depreciation expense

202,894

238,270

Operating lease expense - property

90,518

109,400

Operating lease expense - plant and machinery

10,078

12,696

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

5

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£

2024
£

Wages and salaries

3,659,407

3,167,417

Social security costs

336,398

318,542

Pension costs, defined contribution scheme

62,637

56,033

Other employee expense

33,883

22,012

4,092,325

3,564,004

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2025
 No.

2024
 No.

Management, office and administration

5

5

Care home operations

104

96

109

101

6

Directors' remuneration

The directors' remuneration for the year was as follows:

2025
£

2024
£

Remuneration

109,040

144,028

7

Auditor's remuneration

2025
£

2024
£

Audit of these financial statements

3,000

2,000

Audit of the financial statements of subsidiaries of the company

8,000

9,750

11,000

11,750

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025


 

8

Other interest receivable and similar income

2025
£

2024
£

Interest income on bank deposits

93,798

99,083

9

Interest payable and similar expenses

2025
£

2024
£

Interest on preference shares

7

9

Interest expense on other finance liabilities

40

-

47

9

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2025
£

2024
£

Current taxation

UK corporation tax

286,679

282,574

Deferred taxation

Arising from origination and reversal of timing differences

60,255

(14,458)

Tax expense in the income statement

346,934

268,116

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

2025
£

2024
£

Profit before tax

8,986,316

859,950

Corporation tax at standard rate

2,246,579

214,988

Decrease from effect of different UK tax rates on some earnings

(111)

-

Effect of revenues exempt from taxation

(3,240,602)

-

Effect of expense not deductible in determining taxable profit (tax loss)

1,285,753

58,319

Effect of tax losses

-

(4,815)

Further item of tax increase/(decrease)

55,315

(376)

Total tax charge

346,934

268,116

Deferred tax

Group

Deferred tax assets and liabilities

2025

Liability
£

Difference between depreciation and capital allowances

2,880

Fair value gains

60,298

63,178

2024

Liability
£

Difference between depreciation and capital allowances

81,663

Fair value gains

1,295,603

Short term timing differences

(1,312)

1,375,954

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

11

Tangible assets

Group

Land and buildings
£

Plant and machinery
 £

Fixtures and fittings
 £

Total
£

Cost or valuation

At 1 April 2024

17,345,231

1,405,559

2,763,159

21,513,949

Additions

-

9,108

-

9,108

Disposals

(16,827,898)

(1,414,667)

(2,763,159)

(21,005,724)

Revaluations

82,667

-

-

82,667

Transfer to investment property

(600,000)

-

-

(600,000)

At 31 March 2025

-

-

-

-

Depreciation

At 1 April 2024

1,936,100

1,175,684

2,336,358

5,448,142

Charge for the year

112,347

31,838

58,709

202,894

Eliminated on disposal

(2,000,736)

(1,207,522)

(2,395,067)

(5,603,325)

Revaluations

(47,711)

-

-

(47,711)

At 31 March 2025

-

-

-

-

Carrying amount

At 31 March 2025

-

-

-

-

At 31 March 2024

15,409,131

229,875

426,801

16,065,807

Included within the net book value of land and buildings above is £15,409,851 (2024 - £15,409,131) in respect of freehold land and buildings.
 

12

Investment properties

Group

2025
£

Transfers from tangible assets

600,000

At 31 March

600,000

The directors have decided not to obtain an independent valuation for commercial reasons. In the opinion of the directors, the carrying value is not materially different from its fair value at the year end.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

13

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Country of incorporation

Holding

Proportion of voting rights and shares held

     

2025

2024

Subsidiary undertakings

Woodley Hotels Limited*
c/o Francis Clark LLP
North Quay House
Sutton Harbour
Plymouth
United Kingdom
PL4 0RA

England and Wales

Ordinary shares

100%

100%

Woodley Hotels (Hampshire) Limited
c/o Francis Clark LLP
North Quay House
Sutton Harbour
Plymouth
United Kingdom
PL4 0RA

England and Wales

Ordinary shares

100%

100%

Cavendish Close Limited
c/o Francis Clark LLP
North Quay House
Sutton Harbour
Plymouth
United Kingdom
PL4 0RA

England and Wales

Ordinary shares

0%

100%

* indicates direct investment of Art San Holdings Ltd

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

Subsidiary undertakings

Woodley Hotels Limited

The principal activity of Woodley Hotels Limited is that of a holding company.

Woodley Hotels (Hampshire) Limited

The principal activity of Woodley Hotels (Hampshire) Limited is that of a property holding company.

Cavendish Close Limited

The principal activity of Cavendish Close Limited is care home ownership and operation.

Other investments

During the prior year, Woodley Hotels Limited acquired 10% of the shareholding of Woodley Hotels (Dorchester) Limited.

Financial assets at cost less impairment
£

Non-current financial assets

Cost or valuation

At 1 April 2024

1,550,648

At 31 March 2025

1,550,648

Impairment

At 1 April 2024

-

At 31 March 2025

-

Carrying amount

At 31 March 2025

1,550,648

At 31 March 2024

1,550,648

Fixed asset investment participating loan

£

Cost or valuation

Additions

58,903

At 31 March 2025

58,903

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

Company

2025
£

2024
£

Investments in subsidiaries

13,000,000

18,000,000

Subsidiaries

£

Cost or valuation

At 1 April 2024

18,000,000

At 31 March 2025

18,000,000

Provision

At 1 April 2024

-

Provision

5,000,000

At 31 March 2025

5,000,000

Carrying amount

At 31 March 2025

13,000,000

At 31 March 2024

18,000,000

14

Stocks

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Other inventories

-

7,850

-

-

15

Debtors

   

Group

Company

Note

2025
£

2024
£

2025
£

2024
£

Trade debtors

 

-

186,567

-

-

Amounts owed by related parties and participating interests

24

1,341,000

-

4,528,900

3,748,900

Other debtors

 

98,930

112,682

-

-

Prepayments and accrued income

 

25,270

92,238

-

-

 

1,465,200

391,487

4,528,900

3,748,900

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

16

Creditors

   

Group

Company

Note

2025
£

2024
£

2025
£

2024
£

Due within one year

 

Loans and borrowings

17

500,000

500,000

500,000

500,000

Trade creditors

 

60,293

342,255

-

-

Payments on account

 

-

401,760

-

-

Amounts due to group undertakings

24

-

-

-

787,820

Corporation tax

10

10,541

244,607

-

-

Social security and other taxes

 

2,000

90,725

-

-

Outstanding defined contribution pension costs

 

-

20,269

-

-

Other creditors

 

1,689

116,080

93

86

Accruals and deferred income

 

16,750

109,107

11,750

3,600

 

591,273

1,824,803

511,843

1,291,506

Due after one year

 

Loans and borrowings

17

5,989,000

13,728,000

5,989,000

13,728,000

17

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Redeemable preference shares

5,989,000

13,728,000

5,989,000

13,728,000

Current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Redeemable preference shares

500,000

500,000

500,000

500,000

Group and Company

Preference shares with a carrying amount of £6,489,000 (2024 - £14,228,000) are denominated in pounds sterling, £, with a nominal interest rate of 6%.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

The preference shares are redeemable at the option of the holder but to protect the liquidity of the company each shareholder is entitled to redeem a maximum of £250,000 per annum, on a calendar year basis, without the approval of the company. For further information on the preference shares see note 21.

18

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

-

47,570

Later than one year and not later than five years

-

25,207

-

72,777

The amount of non-cancellable operating lease payments recognised as an expense during the year was £131,199 (2024 - £150,099).

19

Provisions for liabilities

Group

Deferred tax
£

At 1 April 2024

1,375,954

Additional provisions

60,298

Decrease in existing provisions

(43)

Decrease (increase) through disposals

(1,373,031)

At 31 March 2025

63,178

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £62,637 (2024 - £56,033).

Contributions totalling £Nil (2024 - £20,269) were payable to the scheme at the end of the year and are included in creditors.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

21

Share capital

Allotted, called up and fully paid shares

 

2025

2024

 

No.

£

No.

£

Ordinary shares of £1 each

90

90

90

90

Ordinary A shares of £1 each

5

5

5

5

Ordinary B shares of £1 each

5

5

5

5

 

100

100

100

100

Redeemable preference shares

In addition to the shares disclosed above, there are £6,489,000 (2024 - £14,228,000) of 6% Preference shares. The 6% Preference shares are redeemable at the option of the holder. They are redeemable at £1 per share and carry no voting rights. During the year preference share holders waived their right to 99.999% of the interest.

22

Analysis of changes in net debt

Group

At 1 April 2024
£

Financing cash flows
£

Disposal of subsidiaries
£

At 31 March 2025
£

Cash and cash equivalents

Cash

1,787,951

13,251,391

(212,948)

14,826,394

Borrowings

Preference shares

(14,228,000)

7,739,000

-

(6,489,000)

 

(12,440,049)

20,990,391

(212,948)

8,337,394

23

Disposals

On 7 March 2025, the group disposed of its interest in Cavendish Close Limited. The gain/(loss) on disposal of Cavendish Close Limited was £7,937,404. Cavendish Close Limited contributed £657,810 (2024 - £548,530) to the group profit/(loss).

24

Related party transactions

Group

The group has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from disclosing transactions with wholly owned members of the group.

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

Key management compensation

2025
£

2024
£

Salaries and other short term employee benefits

347,220

265,078

Transactions with directors

2025

At 1 April 2024
£

Advances to director
£

Repayments by director
£

At 31 March 2025
£

Mr G D Dhrona

Interest free, unsecured and repayable on demand loan account

(51)

625,008

(625,000)

(43)

Mr V D Dhrona

Interest free, unsecured and repayable on demand loan account

(45)

-

-

(45)

2024

At 1 April 2023
£

Advances to director
£

Repayments by director
£

At 31 March 2024
£

Mr G D Dhrona

Interest free, unsecured and repayable on demand loan account

(47)

125,000

(125,004)

(51)

Mr V D Dhrona

Interest free, unsecured and repayable on demand loan account

(41)

125,000

(125,004)

(45)

Expenditure with and payables to related parties

The group rents property, used for staff accommodation, from a number of related parties. One property is 100% owned by a member of key management. Another property is 50% owned by a member of key management and the remaining 50% is owned by a close family member of a director.

2025

Key management
£

Other related parties
£

Leases

19,800

6,600

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

2024

Key management
£

Other related parties
£

Leases

21,600

7,200

Loans to related parties
 

2025

Other related parties
£

Advanced

58,903

At end of period

58,903

Terms of loans to related parties

A loan to a participating interest is interest free, unsecured and repayable on demand.

Company

The company has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from disclosing transactions with other wholly owned members of the group.

2025

At 1 April 2024
£

Advances to director
£

Repayments by director
£

At 31 March 2025
£

Mr G D Dhrona

Interest free, unsecured and repayable on demand loan account

(51)

625,008

(625,003)

(45)

Mr V D Dhrona

Interest free, unsecured and repayable on demand loan account

(42)

155,045

(155,002)

-

 

Dhrona Holdings Ltd

Notes to the Financial Statements

Year Ended 31 March 2025

2024

At 1 April 2023
£

Advances to director
£

Repayments by director
£

At 31 March 2024
£

Mr G D Dhrona

Interest free, unsecured and repayable on demand loan account

(47)

125,000

(125,004)

(51)

Mr V D Dhrona

Interest free, unsecured and repayable on demand loan account

(38)

125,000

(125,004)

(42)

25

Parent and ultimate parent undertaking

The company's immediate parent, as of 7 March 2025, is Art San Holdings Ltd, incorporated in England and Wales.

 The ultimate controlling party is The Bromfield Trust, who hold 70% of the voting rights of Art San Holdings Ltd (2024 - The Hunters Grove Trust and The Bromfield Trust, who held 70% of the voting rights of the company)..