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Registered number: 11367829









TMW HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
TMW HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Director
J E Tuttiett 




Registered number
11367829



Registered office
Prospect Place
Moorside Road

Winchester

SO23 7RX




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Registered Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH





 
TMW HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1
Director's Report
2 - 3
Independent Auditors' Report
4 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10 - 11
Company Balance Sheet
12 - 13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16 - 17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 36


 
TMW HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The director presents his report and financial statements for the year ended 31 March 2025.

The principal activity of the Group throughout the year was that of property investment.

Business review
 
The director believes that the Group is in a satisfactory financial position.

The director does not expect there to be significant future developments which could adversely impact the business; however, notice should be taken of the potential legislative changes disclosed in the valuation of investment properties section of note 3.

Principal risks and uncertainties
 
The management of the business and the execution of the Group's strategy are subject to a number of risks.

The key business risks and uncertainties affecting the Group arise from the performance of its investments in property.

Financial key performance indicators
 
The key financial highlights are as follows:-

ole043a.png


 


This report was approved by the board and signed on its behalf.



J E Tuttiett
Director

Date: 23 December 2025

Page 1

 
TMW HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The director presents his report and the financial statements for the year ended 31 March 2025.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Principal activity

The principal activity of the Group throughout the period was that of property investment.

Results and dividends

The profit for the year, after taxation, amounted to £43,170k (2024 - loss £8,003k).

The Group's investment properties have been valued at £3,165k (2024: £280,305k) at the year-end. The resultant fair value loss for the year amounts to £6,748k (2024: £20k gain). Details of investment properties are set out in note 15.

Director

The director who served during the year was:

J E Tuttiett 

Page 2

 
TMW HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsHarris & Trotter LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





J E Tuttiett
Director

Date: 23 December 2025

Page 3

 
TMW HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TMW HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of TMW Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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'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 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 United Kingdom, including the Financial Reporting Council'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's or 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 director with respect to going concern are described in the relevant sections of this report.


Page 4

 
TMW HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TMW HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report have 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 Group Strategic Report or the Director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 5

 
TMW HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TMW HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 2, the director is 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 director determines 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 director is 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 director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.


Page 6

 
TMW HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TMW HOLDINGS LIMITED (CONTINUED)


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 an Auditors' 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 Group 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006.

• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by making enquiries of management.

• We challenged assumptions and judgements made by management in its significant accounting estimates;

We did not identify any key audit matters relating to irregularities, including fraud.
 


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 Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.


Page 7

 
TMW HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TMW HOLDINGS LIMITED (CONTINUED)





Neville Newman (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants
Registered Auditors
  
101 New Cavendish Street
1st Floor South
London
W1W 6XH

23 December 2025
Page 8

 
TMW HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£000
£000

  

Turnover
 4 
6,631
11,699

Gross profit
  
6,631
11,699

Administrative expenses
  
(1,898)
(1,861)

Gain on disposal of subsidiaries
  
54,748
(14)

Fair value movements
  
(6,748)
20

Operating profit
  
52,733
9,844

Interest receivable and similar income
 8 
2,103
1,840

Interest payable and similar expenses
 9 
(11,251)
(18,358)

Profit/(loss) before taxation
  
43,585
(6,674)

Tax on profit/(loss)
  
(415)
(1,329)

Profit/(loss) for the financial year
  
43,170
(8,003)

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
43,170
(8,003)

  
43,170
(8,003)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
43,170
(8,003)

  
43,170
(8,003)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 19 to 36 form part of these financial statements.

Page 9

 
TMW HOLDINGS LIMITED
REGISTERED NUMBER: 11367829

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
-
4,346

Investment property
 15 
3,165
280,305

  
3,165
284,651

Current assets
  

Debtors: amounts falling due within one year
 16 
49,794
64,172

Current asset investments
 17 
253
4,476

Cash at bank and in hand
 18 
3,117
33,342

  
53,164
101,990

Creditors: amounts falling due within one year
 19 
(1,286)
(43,999)

Net current assets
  
 
 
51,878
 
 
57,991

Total assets less current liabilities
  
55,043
342,642

Creditors: amounts falling due after more than one year
 20 
-
(310,997)

Provisions for liabilities
  

Deferred taxation
 23 
-
(18,622)

  
 
 
-
 
 
(18,622)

Net assets excluding pension asset
  
55,043
13,023

Net assets
  
55,043
13,023


Capital and reserves
  

Called up share capital 
 24 
2
2

Profit and loss account
 25 
55,041
13,021

Equity attributable to owners of the parent Company
  
55,043
13,023

  
55,043
13,023


Page 10

 
TMW HOLDINGS LIMITED
REGISTERED NUMBER: 11367829
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J E Tuttiett
Director

Date: 23 December 2025

The notes on pages 19 to 36 form part of these financial statements.

Page 11

 
TMW HOLDINGS LIMITED
REGISTERED NUMBER: 11367829

COMPANY BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£000
£000

Fixed assets
  

Investments
 14 
-
1

  
-
1

Current assets
  

Debtors: amounts falling due within one year
 16 
52,210
29,928

Current asset investments
 17 
253
4,476

Cash at bank and in hand
 18 
2,839
17,900

  
55,302
52,304

Creditors: amounts falling due within one year
 19 
(153)
(12,191)

Net current assets
  
 
 
55,149
 
 
40,113

Total assets less current liabilities
  
55,149
40,114

  

  

Net assets excluding pension asset
  
55,149
40,114

Net assets
  
55,149
40,114


Capital and reserves
  

Called up share capital 
 24 
2
2

Profit and loss account
 25 
55,147
40,112

  
55,149
40,114


Page 12

 
TMW HOLDINGS LIMITED
REGISTERED NUMBER: 11367829
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


J E Tuttiett
Director

Date: 23 December 2025

The notes on pages 19 to 36 form part of these financial statements.

Page 13

 
TMW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 April 2023
2
22,174
22,176



Loss for the year
-
(8,003)
(8,003)

Dividends: Equity capital
-
(1,150)
(1,150)



At 1 April 2024
2
13,021
13,023



Profit for the year
-
43,170
43,170

Dividends: Equity capital
-
(1,150)
(1,150)


At 31 March 2025
2
55,041
55,043


The notes on pages 19 to 36 form part of these financial statements.

Page 14

 
TMW HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 April 2023
2
38,440
38,442



Profit for the year
-
2,822
2,822

Dividends: Equity capital
-
(1,150)
(1,150)



At 1 April 2024
2
40,112
40,114



Profit for the year
-
16,185
16,185

Dividends: Equity capital
-
(1,150)
(1,150)


At 31 March 2025
2
55,147
55,149


The notes on pages 19 to 36 form part of these financial statements.

Page 15

 
TMW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£000
£000

Cash flows from operating activities

Profit/(loss) for the financial year
43,170
(8,003)

Adjustments for:

Amortisation of intangible assets
44
76

Loss on disposal of tangible assets
161
(72)

Interest paid
11,251
18,357

Interest received
(2,103)
(1,840)

Taxation charge
415
1,329

(Increase) in debtors
(19,766)
(2,422)

Increase in creditors
345
808

Net fair value losses/(gains) recognised in P&L
6,748
(20)

Corporation tax (paid)
(467)
(261)

Gain on disposal of intangible assets
(54,748)
-

Net cash generated from operating activities

(14,950)
7,952


Cash flows from investing activities

Sale of tangible fixed assets
(161)
72

Purchase of investment properties
(132)
(154)

Sale of investment properties
379
366

Purchase of short-term unlisted investments
(253)
(4,476)

Interest received
2,103
1,840

Proceeds from disposal of subsidiary, net of cash and cash equivalents disposed
(16,061)
-

Net cash from investing activities

(14,125)
(2,352)

Cash flows from financing activities

Other new loans
-
8,819

Dividends paid
(1,150)
(1,150)

Interest paid
-
(18,413)

Net cash used in financing activities
(1,150)
(10,744)

Net (decrease) in cash and cash equivalents
(30,225)
(5,144)

Cash and cash equivalents at beginning of year
33,342
38,486

Cash and cash equivalents at the end of year
3,117
33,342


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,117
33,342
Page 16

 
TMW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


2025
2024

£000
£000


3,117
33,342


The notes on pages 19 to 36 form part of these financial statements.

Page 17

 
TMW HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025






At 1 April 2024
Cash flows
Acquisition and disposal of subsidiaries
Other non-cash changes
At 31 March 2025
£000

£000

£000

£000

£000

Cash at bank and in hand

33,342

(14,164)

(16,061)

-

3,117

Debt due after 1 year

(310,997)

-

310,997

-

-

Debt due within 1 year

(44,064)

467

42,656

(345)

(1,286)


(321,719)
(13,697)
337,592
(345)
1,831

The notes on pages 19 to 36 form part of these financial statements.

Page 18

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

TMW Holdings Limited is a private company limited by shares, incorporated in England & Wales (company number: 11367829). Its registered office and principal place of business is Prospect Place, Moorside Road, Winchester, SO23 7RX. 

The financial statements are presented in Sterling, which is the functional currency of the Company. The principal activity of the Company during the period was that of property investment.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 April 2014.

 
2.3

Going concern

At the date of this report the Group is in a net current asset position of £51,878K (2024: £57,991K), the Director is confident the Group will continue to operate for at least another 12 months following approval of these financial statements. Accordingly, the Director has continued to prepare the financial statements on the going concern basis.

Page 19

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 21

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life which is considered to be the life of the finance agreement with Rothesay Life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Investment property

The Group’s holding of investment property comprises freehold reversionary interests and these are initially measured at cost and subsequently measured at fair value. Changes in fair value are recognised in the Statement of Comprehensive Income.

These assets, as their name implies, represent interests held in the freehold land on which third party developers have built and sold long leasehold properties. As such these assets are more akin to financial investments, as they generate income in the form of annual ground rents along with other ancillary income streams.

Recognising the unusual nature of these investment properties and the lack of a regular market for significant portfolios of such assets, which are in distinct contrast with the more regular “bricks and mortar” investment properties, the director is of the opinion that the best approximation to fair value for these properties is provided by a discounted cashflow valuation of the income streams generated by these assets. The valuation of the entire freehold reversionary interest portfolio is undertaken by independent valuers specialising in this type of asset.

Valuations of this nature are particularly volatile. The director also recognises, given the unusual nature and lack of a regular market for significant portfolios of such assets, that these carrying values may not be realised should the Company seek to dispose of any or all of the investment properties.

Further details are given in the investment property note.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 22

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Page 23

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Page 24

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Derecognition of financial liabilities

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

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 25

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and the liabilities that are not readily apparent from other sources.

The estimates and underlying 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 if the revisions affect only that period, or in the period of the revisions and future periods if the revision affects both current and future periods.

The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.

Valuation of investment properties

A key accounting estimate in preparing these financial statements relates to the carrying value of the investment property which is stated at fair value, as valued by the independent valuers. However, the valuation of the investment property portfolio held by the Group is inherently more subjective, as it is made on the basis of valuation assumptions which may in future not prove to be accurate, the risk of which is heightened due to the potential legislative changes noted below.

Past Governments, The Competition and Markets Authority (CMA) and the Law Commission have undertaken a series of consultations on and reviews of the residential property market, with a focus on the legal framework surrounding the freehold and leasehold classes of property interests. The Leasehold Reform (Ground Rent) Act 2022 came into effect on 30th June 2022 and fulfils the commitment to “set future ground rents to zero”. The provisions only apply to new lease arrangements and therefore the Group’s existing income is unaffected. However, it may prove difficult to introduce new ground rent in future should the requirement arise.

The LAFRA was passed and obtained Royal Assent in May 2024. The premise of the LAFRA is to provide Leaseholders with more rights and protections and to make extending leases or buying freeholds easier and cheaper, however, while the LAFRA is now law, its provisions are not yet in force and it is not clear when the necessary secondary legislation will be in place. In November 2024 the Government set out an implementation roadmap, identified LAFRA corrections and outlined consultations for valuation rates, service charges and RTM scope.

Certain Act provisions have now come into force. In January 2025 the two-year ownership rule for leaseholders to extend their leases or buy their freehold was abolished. From March 2025 the Right to Manage (RTM) reform expanded the qualification criteria to mixed use buildings with up to 50% non-residential space (previously 25%). In view of the Government’s other legislative priorities, it seems likely that outstanding issues will be addressed in late 2025/2026.

A proposed cap on existing ground rents, a centrepiece of the previous Government’s legislative priorities, did not feature in the final Bill. The current Government’s position is that it will “tackle unregulated and unaffordable ground rents” although currently it is not clear how this will be achieved. It is feasible that a significant cap could create a material uncertainty over future cashflows and therefore the Group’s ability to continue as a going concern Government is known to be aware however of the potential unintended consequences of a radical approach to existing ground rents.

The Group is of the view that the proposed legislative changes (as currently formulated) would be very damaging to the residential property market and against the interests of consumers and other property owners.  In July 2025 a judicial review commenced in the High Court involving a coalition of nine major freeholders challenging certain areas of LAFRA on human rights infringement grounds. The areas
Page 26

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

3.Judgments in applying accounting policies (continued)

challenged include the removal of marriage value and changes to lease extension calculations, elimination of freeholder’s recovery of legal costs and potential ground rent caps. The high court judgement is pending and could come in late September or October 2025.

An intrinsic element of the long-term forecasts is the continuing rental income and lease extension premiums generated by the property assets held by these subsidiaries. The potential legislative changes raised above may affect these forecasts to the extent that the underlying assumption is no longer valid. However, the financial consequences of any changes are too uncertain to enable the director to reasonably estimate the impact of such changes on those forecasts. It is assumed that the current methodology continues to represent a fair value of these assets and the ability to meet the long-term obligations is not compromised.

Details of the principal assumptions applied in the valuation are set out in the investment properties note.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£000
£000

Rent receivable
5,926
11,092

Insurance commission
656
607

Other income
49
-

6,631
11,699


2025
2024
£000
£000

United Kingdom
6,631
11,699

6,631
11,699



5.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
125
139

Page 27

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

6.


Employees

Staff costs, including director's remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000


Wages and salaries
283
522
15
-

Social security costs
10
24
-
-

Cost of defined contribution scheme
3
6
-
-

296
552
15
-


The average monthly number of employees, including the director, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Employees
2
2
1
1


7.


Director's remuneration

2025
2024
£000
£000

Director's emoluments
68
167

Director's pension costs
3
6

71
173



8.


Interest receivable

2025
2024
£000
£000


Other interest receivable
2,103
1,840

2,103
1,840

Page 28

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Interest payable and similar expenses

2025
2024
£000
£000


Bank interest payable
11,251
18,357

Other interest payable
-
1

11,251
18,358


10.


Taxation


2025
2024
£000
£000

Corporation tax


Current tax on profits for the year
415
523


415
523


Total current tax
415
523

Deferred tax


Origination and reversal of timing differences
-
806

Total deferred tax
-
806


Tax on profit/(loss)
415
1,329
Page 29

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£000
£000


Profit/(loss) on ordinary activities before tax
43,585
(6,674)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
10,896
(1,669)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
-
19

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6
-

Other timing differences leading to an increase (decrease) in taxation
-
806

Non-taxable items included within the statement of comprehensive income
(10,231)
(23)

Capital gains
2
108

Dividends from UK companies
(219)
-

Unrelieved tax losses carried forward
-
2,088

Group relief
(39)
-

Total tax charge for the year
415
1,329


11.


Dividends

2025
2024
£000
£000


Dividends
1,150
1,150

1,150
1,150

Page 30

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Exceptional items

Exceptional items on the statement of comprehensive income for the year ended 31 March 2025 comprise of gain on disposal of subsidiaries (2024: returned insurance commission), these are analysed below:

2025
2024
£000
£000


(Gain) on disposal of subsidiaries
(54,748)
-

Returned insurance commission
-
14

(54,748)
14


13.


Intangible assets

Group and Company





Goodwill

£000



Cost


At 1 April 2024
4,784


Disposals
(4,302)



At 31 March 2025

482



Amortisation


At 1 April 2024
438


Charge for the year on owned assets
44



At 31 March 2025

482



Net book value



At 31 March 2025
-



At 31 March 2024
4,346



Page 31

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

14.


Fixed asset investments

Group












Company





Investments in subsidiary companies

£000





At 1 April 2024
1


Disposals
(1)



At 31 March 2025
-





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Appleton 101 Limited
Ordinary
100%
Roquet 105 Limited (Formerly Penult 105 Limited)
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Appleton 101 Limited
(160)
(160)

Roquet 105 Limited (Formerly Penult 105 Limited)
82
256

-
-

-
-

Page 32

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


Investment property

Group


Freehold investment property

£000



Valuation


At 1 April 2024
280,305


Additions at cost
132


Disposals
(379)


Surplus on revaluation
(25)


On disposal of subsidiaries
(276,868)



At 31 March 2025
3,165

          The 2025 valuations were made by the Director, on an open market value for existing use basis.



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2025
2024
£000
£000


Historic cost
3,191
204,815

3,191
204,815

The 2025 valuations were made by the Director, on an open market value for existing use basis.



16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000


Trade debtors
346
17,437
-
-

Amounts owed by group undertakings
43,450
-
46,977
14,900

Other debtors
5,227
30,136
5,221
15,011

Prepayments and accrued income
771
16,599
12
17

49,794
64,172
52,210
29,928


Page 33

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

17.


Current asset investments

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Unlisted investments
253
4,476
253
4,476

253
4,476
253
4,476



18.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Cash at bank and in hand
3,117
33,342
2,839
17,900

3,117
33,342
2,839
17,900



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Trade creditors
492
15,923
12
-

Amounts owed to group undertakings
-
-
-
12,066

Corporation tax
156
209
122
125

Other taxation and social security
-
30
-
-

Other creditors
1
763
-
-

Accruals and deferred income
637
27,074
19
-

1,286
43,999
153
12,191



20.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
£000
£000

Other loans
-
310,997

-
310,997




Page 34

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.


Loans

The loan is held by a subsidiary that was disposed in the year. Interest is charged at 5.5546% variable per annum. During the year, interest of £11,251k (2024: £18,357k) has been charged on the loan in the period prior to the date of disposal.

The loan is secured by a charge over all the assets of the Group.


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£000
£000




Amounts falling due after more than 5 years

Other loans
-
310,997

-
310,997

-
310,997



22.


Financial instruments

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Financial assets

Financial assets measured at fair value through profit or loss
3,117
33,342
2,839
17,900

Financial assets that are debt instruments measured at amortised cost
49,544
33,342
52,451
34,403

52,661
66,684
55,290
52,303


Financial liabilities

Other financial liabilities measured at amortised cost
(528)
(326,920)
(31)
(12,190)


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors and amounts owed by group undertakings.

Financial liabilities measured at amortised cost comprise trade creditors, other creditors, bank loans, bank overdraft, amounts owed to group undertakings and accruals.

Page 35

 
TMW HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


Deferred taxation


Group



2025


£000






At beginning of year
(18,622)


Charged to profit or loss
18,622



At end of year
-

Company








At end of year
-
Group
Group
2025
2024
£000
£000

Gain on revaluation of investment property
-
(18,622)

-
(18,622)


24.


Share capital

2025
2024
£000
£000
Allotted, called up and fully paid



2,002 (2024 - 2,002) Ordinary shares of £1.00 each
2
2



25.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.

 
Page 36