The directors present the strategic report for the period ended 31 December 2025.
The company was incorporated on 8 March 2024. The company acquired 100% of the issued share capital of St. Anne's (Holdings) Limited on 22 August 2024 as part of a group reconstruction and refinancing exercise.
The 2025 financial year saw the group achieve its best ever EBITDA, showing signs of a resurgence in the housebuilding market. During the year the business margins remained in line with expectations. EBITDA margin remained unchanged.
Salaries and staff welfare and benefits across the business remain our most significant overhead and represents the continued investment in our people.
During the period, the group made a loss of £2,775,663 (2024: £nil) and had EBITDA of £2,298,968 (2024: £nil). At 31 December 2025 the group has carried forward net liabilities of £2,625,663 (2024: Net assets £32).
Going into 2026 further growth was expected in the housebuilding sector and orders have been increasing resulting in a healthy order book. Sadly, as a result of the conflict in the Middle East there is disruption to world economies and inflation rates and this has created an air of reticence similar to what was experienced in 2022 following Russia’s invasion of Ukraine. We remain confident of the position and resilience of our business but we continue to monitor the market closely.
The following risks and uncertainties have been identified by the board:
Liquidity Risk
The businesses manage their cashflow and borrowing in line with internal controls and covenants set by funders. The cash cycle remains positive for the business with all tests being met and achieved.
Credit risk
The majority of the business’ clients are blue chip, listed housebuilders and the risk of failure is considered minimal. We operate strict controls on our invoicing and the directors are pleased with Receivables management.
We carry out credit risk assessments on all new clients and maintain a monitoring system of existing clients, taking action where necessary to limit exposure to credit risk.
For the first time, the business was impacted by a bad debt, however, the business has been able to overcome this and has taken learnings to be implemented going forwards.
Non-financial risk
Our people are our strongest asset in the business and there is constant risk of losing staff to our clients or competitors, hence the significant investment cost in providing benefits.
Our plan to introduce the Enterprise Management Incentive Scheme (EMI) was completed in 2025, granting options on 25% of shares in the business in the future to over 50% of our people.
As previously mentioned, 2025 has been our best ever EBITDA performance in the 20 years that JLES Group has been established. The future for 2026 was optimistic up until the Middle East conflict. We are confident in the resilience of our business and we are closely monitoring the situation.
The management information provided to the directors is comprehensive and the following reports are compiled throughout the year:
Monthly business performance report
Monthly consolidated financial reports
Quarterly commercial KPIs on workflow through the business
The business measures success based on the volume of adoptions achieved in the period and this was 167 in 2025 (177 in 2024).
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2025.
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The auditor, MHA, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Deansgate and Co. Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including material 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:
Reviewing board minutes and legal and professional expenditure to identify any evidence of ongoing litigation or enquiries;
Challenging assumptions and judgements made by management in their significant accounting estimates;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; and
Auditing the risk of fraud in revenue, including through the testing of a sample of contracts to ensure revenue is complete in the financial statements and recognised in the correct accounting period.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
*EBITDA is earnings before interest, tax, depreciation and amortisation.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £520,395 (2024 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Deansgate and Co. Investments Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 378-380 Deansgate, Manchester, M3 4LY.
The group consists of Deansgate and Co. Investments Limited and all of its subsidiaries.
The reporting period is the 18 month period from 1 July 2024 to 31 December 2025. The comparative period is the period from incorporation on 8 March 2024 to 30 June 2024. The company was dormant during the comparative period.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Deansgate and Co. Investments Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the reporting date the group balance sheet includes net liabilities. These net liabilities arise principally as a result of long-term acquisition financing, including deferred consideration and shareholder funding, which is not expected to require settlement within the foreseeable future and is expected to be serviced from future cash generation.
The group continues to maintain positive working capital and has met its liabilities as they fall due throughout the period. The directors have reviewed the group's cash flow forecasts and available financing facilities and are satisfied that adequate resources are available to enable the group to continue in operational existence for the foreseeable future.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have considered a period of at least twelve months from the date of approval of the financial statements and consider that the available finance and forecast cash generation will be sufficient for the group's needs. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion. Accrued income is estimated based on the costs incurred for ongoing projects at the reporting date and the average gross profit margin for the reporting period.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion. Accrued income is estimated based on the costs incurred for ongoing projects at the reporting date and the average gross profit margin for the reporting period. The directors expect the average gross profit margin for the reporting period to be a reasonable estimate for the gross profit that will be achieved on ongoing projects that will conclude after the reporting date.
The average gross profit margin applied in the estimate of accrued income at the period end is 41.7%. At the period end, the accrued income included within prepayments and accrued income is £996,806 (2024: £nil).
At each balance sheet date, management undertakes an assessment of the carrying value of goodwill to determine where there is any indication that the goodwill has suffered an impairment loss. Amortisation is recognised over the estimated useful life of 10 years from the date of acquisition. During the current period, there have been no impairments recognised.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 8 (2024 - nil).
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
On 22 August 2024, the company acquired 100% of the issued share capital of St. Anne's (Holdings) Limited. From this date the results of St. Anne's (Holdings) Limited and its subsidiaries are included in the consolidated results. The total cost of the investment includes consideration and directly attributable acquisition costs. The acquisition has been accounted for as a group reconstruction but is not eligible to apply merger accounting. Goodwill has been recognised on the acquisition, see note 9. Further details of the agreements entered into to finance the acquisition are included in note 16.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
All of the above noted subsidiaries have taken the exemption in Section 479A of the Companies Act 2006 ("the Act") from the requirements in the Act for the their individual accounts to be audited for the year ended 31 December 2025. The guarantee given by the company under Section 479A of the Act is disclosed in note 21.
Bank loans
On 22 August 2024, the company entered into a loan agreement with Thincats for a sum of £3.3m. The loan is repayable monthly over a term of 60 months from August 2024. The loan attracts interest at a rate of 8.5% per annum. At the period end, the outstanding balance of the loan was £2.46m (2024: £nil) and is included within bank loans. The loan is secured by a fixed and floating charge over all assets of the company and group.
After the period end, on 29 January 2026, the loan was refinanced with Thincats. The new loan agreement is over a sum of £4.77m; £2.35m is repayable by 56 monthly instalments from February 2026 and £2.42m is repayable in full in September 2030. The loan attracts interest at a rate of base rate plus 6% per annum. The loan is secured by a fixed and floating charge over all assets of the company and group.
Shareholder loan notes
On 22 August 2024, the company issued unsecured loan notes to shareholders for a sum of £11.3m. The loan notes are redeemable in full in April 2031. The loan notes can be redeemed earlier but are subject to a subordination deed. Loan notes of £120k were redeemed during the period. At the period end, the outstanding loan notes amounted to £11.18m and are included within other borrowings. As the loan notes are subject to a subordination deed requiring third parties to authorise redemptions, they are included within creditors due after more than one year.
The loan notes attract interest at a rate of base rate plus 5.5% per annum. Interest payments are subject to the subordination deed. Interest is included in accruals due after more than one year.
After the period end, on 29 January 2026, deferred consideration of £560k was repaid.
Shareholder deferred consideration
On 22 August 2024, the company entered into an agreement with shareholders for a deferred consideration sum of £3.44m. The deferred consideration is due for repayment in April 2031. The deferred consideration can be repaid earlier but is subject to a subordination deed and the earliest date a repayment is permitted is February 2027.
Deferred consideration of £480k was repaid during the period. At the period end, the outstanding deferred consideration amounted to £2.96m and is included within other creditors. As the deferred consideration is subject to a subordination deed requiring third parties to authorise redemptions or certain conditions to be met from February 2027 onwards, it is included within creditors due after more than one year.
The deferred consideration attracts interest at a rate of base rate plus 5.5% per annum. Interest payments are subject to the subordination deed. Interest is included in accruals due after more than one year.
After the period end, on 29 January 2026, deferred consideration of £1.6m was repaid.
At the period end, accrued interest of £1.79m is included in accruals due after more than one year relating to the loan notes and deferred consideration.
The following are the major deferred tax liabilities and assets recognised by the group and company:
At the period end, there are non-trade relationship debits unpaid carried forward of £1,785,987. At the period end, the directors are unable to estimate reliably if and when the carried forward amounts will be utilised in future periods and therefore no deferred tax asset has been recognised.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company and group operate an equity-settled share-based payment arrangement in the form of an Enterprise Management Incentive ("EMI") scheme for certain employees of subsidiary undertakings.
In July 2025, 1,750 options were granted under the EMI scheme. The options entitle the holders, upon exercise, to subscribe for up to 11.25m B Ordinary shares in the company at an exercise price of £0.000001 per share. The rights attaching to the B Ordinary shares are set out in the company's Articles of Association.
The options vest at the grant date and have a contractual life of ten years from the grant date.
The options represent approximately 25% of the fully diluted equity share capital of the company.
The options may not be exercised in whole or part until the earlier of the shareholder loan notes being fully repaid or 9 years and 11 months from the grant date.
The directors consider the fair value of the options at the grant date to be immaterial to the financial statements.
On 22 August 2024, the company allotted 1,350 Ordinary shares of 1p each for consideration of £60,000 and received a premium of £89,955 relating to shares previously allotted.
The company has given security by way of a fixed and floating charge over all assets of the company and group in favour of TC Loans Limited.
The group has given security by way of a fixed and floating charge over all of its assets in favour of HSBC UK Bank PLC for a commercial card facility.
Subsidiary audit exemption
In order for the subsidiaries noted within Note 11 to take the audit exemption in Section 479A of the Companies Act 2006, the group has guaranteed all outstanding liabilities of those companies at 31 December 2025 until those liabilities are satisfied in full.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the period the company entered into the following transactions with related parties:
During the period, the group made sales of £92,601 (2024: £nil) to companies controlled by shareholders, directors of group companies or their close family members. The sales occurred on an arms length basis. At the period end, there was a balance due from these companies of £nil (2024: £nil).
During the period, the company entered into transactions with shareholders in connection with the acquisition of the shares of subsidiary, St Annes (Holdings) Limited. The total consideration was £16m owing to the shareholders of St. Annes (Holdings) Limited. The consideration was made up as follows:
| Consideration | Liabilities settled during the period | Balance outstanding at the period end |
Shares issued | £60,000 | (£60,000) | £nil |
Cash consideration | £1,200,000 | (£1,200,000) | £nil |
Loan notes issued | £11,300,000 | (£120,000) | £11,180,000 |
Deferred consideration agreement | £3,440,000 | (£480,000) | £2,960,000 |
TOTAL | £16,000,000 | (£1,860,000) | £14,140,000 |
Included in the transactions above are transactions with directors of the company as follows:
| Consideration | Liabilities settled during the period | Balance outstanding at the period end |
Shares issued | £40,000 | (£40,000) | £nil |
Cash consideration | £560,000 | (£560,000) | £nil |
Loan notes issued | £4,760,000 | £nil | £4,760,000 |
Deferred consideration agreement | £3,440,000 | (£480,000) | £2,960,000 |
TOTAL | £8,800,000 | (£1,080,000) | £7,720,000 |
During the period, interest was accrued relating to the loan notes and deferred consideration owing to directors of the company of £986,525 (2024: £nil).