The directors present the strategic report for the year ended 31 December 2025.
The principal activity of the group continues to be the provision of care services, offering a range of specialist nursing and dementia care to older people.
In late 2024, the group suspended mental health services at its subsidiary, Grove Park Healthcare Group Limited, to restructure the service and management team. The mental health beds remained closed throughout 2025, and the group therefore traded below full bed capacity during the year. Group income and profits for 2025 were lower than in 2024, primarily reflecting this planned closure and the resulting period of reduced occupancy. These beds were recommissioned in Q3 2026 to provide additional nursing and dementia care beds, and as of Q3 2026 Grove Park operates as a 100% nursing and dementia care home. Notwithstanding this temporary service interruption, the group’s underlying performance in 2025 remained resilient, supported by the strength of its core business and disciplined cost control.
All other homes in the group performed well in 2025, maintaining strong occupancy and stable operational performance despite significant cost pressures across the UK health and social care sector. These included increases in the National Minimum/Living Wage, higher employer National Insurance contributions, and elevated costs for essential supplies such as food and utilities driven by broader macroeconomic and geopolitical factors, including the ongoing conflicts in Ukraine and the Middle East. The Board remained focused on positioning the group for sustainable growth in 2026. Nursing beds at Grove Park are now filling in line with the business plan. In addition, the group acquired another property in September 2025 as part of a planned expansion to increase the group’s overall number of care beds and strengthen its long‑term revenue base.
The group operates all of its homes and services to high regulatory standards, with the Care Quality Commission (CQC) rating all services as Good. Adelaide Healthcare Limited was inspected in 2026 and retained its Good rating, further demonstrating the group’s consistent approach to quality and compliance.
The directors continue to monitor and manage a range of risks for the group, including:
Business risk and governance – The board retains overall responsibility for the group’s approach to risk. Management implements the board’s policies on risk and control and is responsible for maintaining appropriate control environments. In 2025, the board reviewed and updated the principal risks identified in 2024 to reflect current conditions, including the continued closure of Grove Park mental health beds, lower occupancy during restructuring, and potential immigration and sponsor‑licence related risks.
Occupancy and demand risk – Lower than expected occupancy rates and a fall in bed rates would cause a drop in revenue and resultant pressure on cash flow. In 2025, this risk was heightened by the full‑year closure of Grove Park Mental Health Unit and lower occupancy in nursing and care operations during restructuring. The group mitigates this risk through block bed contracts with local authorities, a strong occupancy track record, and a flexible management team. A revised sales and marketing plan is focused on securing occupancy as Grove Park reopens and Adelaide Healthcare Limited plans for increase in bed numbers.
Workforce, wage and immigration risk – Government policy on the National Living Wage and employer National Insurance contributions significantly impacts labour costs. The ability to recover these costs through fee increases is uncertain and, if not fully recovered, would negatively impact margins.
The group also faces potential workforce risk in the event of any change to its Home Office overseas sponsor licence status, including withdrawal or non‑renewal. Such an event could reduce the ability to recruit care staff from overseas and increase reliance on the domestic labour market, potentially leading to staffing gaps and higher agency costs.
The board has assessed this risk and developed a mitigation plan, including enhancing domestic recruitment and retention, maintaining a contingent workforce strategy, and monitoring immigration policy and sponsor‑licence requirements. The group also mitigates wage and workforce risks through cost control, fee reviews, succession planning, flexible rostering and productivity improvements.
Respiratory diseases and infection control – The group continues to manage infection control and remains vigilant to the ongoing risks that respiratory diseases present to residents and staff. Enhanced cleaning, testing, vaccination support and outbreak management procedures are maintained to reduce the likelihood and impact of infections.
Market and funding risk – The group provides services to publicly funded entities in the United Kingdom, such as local authorities and the NHS (typically through Integrated Care Boards). Any material reduction in revenue earned from such services, or delays in commissioning decisions, could adversely impact the group’s business. These risks are mitigated by a diversified income stream across the homes, sector‑leading quality ratings, and strong relationship management with commissioners.
Interest rate and liquidity risk – The group’s interest rate risk arises from borrowings at variable rates, which expose the group to cash flow risk. Covenants apply to these borrowings and could limit operating and financial flexibility if the group were to default. Increases in interest rates could significantly increase costs, reduce cash flow and constrain funding for development, and may not be available on acceptable terms.
To mitigate this risk, the group maintains strong working relationships with its bank, facilitates regular compliance reporting, and applies prudent liquidity management policies, including regular detailed cash flow forecasts to monitor liquidity and covenant compliance.
Regulatory and quality risk – The group operates in a highly regulated environment and failure to comply with regulations could lead to substantial penalties, including embargo of new resident admissions through to loss of registration certificates necessary to continue to trade. The group operates stringent quality policies and procedures, together with rigorous internal governance, audit and oversight to ensure the safety of residents and compliance with CQC requirements.
Business continuity and restructuring execution risk – The temporary closure of Grove Park and the integration of the new property acquisition acquired in September 2025, create execution risk around the timing of re‑opening, achieving planned occupancy and realising expected synergies. The board mitigates this through detailed project plans, phased re‑occupation of Grove Park nursing beds, close monitoring of quality and staffing, and integration governance for new homes.
Economic and geopolitical risk – The group operates in a macro‑economic environment affected by ongoing geopolitical conflicts and associated supply chain disruptions. These factors can drive volatility in global fuel, energy and food prices, increasing the group’s costs for utilities, transport and catering.
Sustained increases in these costs, if not fully recovered through fee reviews or operational efficiencies, could put pressure on margins and cash flow. The board monitors this risk as part of its regular review of budgets and forecasts.
Mitigation measures include reducing non‑essential business travel, raising staff awareness of energy and resource use, implementing energy‑efficiency measures, working with suppliers to manage costs, and incorporating sensitivity analysis on key cost drivers into regular budgets and cash flow forecasts.
Future developments
Sustained demand for nursing and care services across the group’s existing homes provides a solid foundation for growth. In line with its strategic objectives, the group acquired an new property for development in Adelaide Healthcare Limited in September 2025. This addition will expand care home capacity, enhance service quality, and reinforce Ashton Healthcare’s strong position in the Sussex market.
The directors believe that this development, coupled with the progressive reoccupation of Grove Park and ongoing operational improvements, will strengthen the group’s platform for growth and increase future income streams.
The group monitors its performance against key measures aligned to its stategy:
Revenue: £13.3m (2024: £16.2m)
Operating profit: £2.3m (2024: £3.2m)
Profit before tax: £0.47m (2024: £1.18m)
Net assets: £16.2m (2024: £15.9m)
Underlying cash generation and liquidity remain consistent with the Board’s plans for 2026.
The group reports energy use and associated greenhouse gas emissions for the year ended 31 December 2025 in line with SECR requirements. Data are compiled from supplier invoices and converted using the UK Government’s latest conversion factors.
Energy consumption comprised 492,000 kWh of electricity and 1,746,531 kWh of natural gas, equating to approximately 382.84 tonnes of CO2e. Comparative information for 2024 is disclosed in the prior year report. The electricity consumption is 11% less compared to last year (551,525 kWh in 2024) and gas consumption is 3% less compared to last year (1,803,876 kWh in 2024). The CO2 equivalent figure has also decreased from 429 tonnes to 383 tonnes.
Section 172 statement
The group is committed to promoting the success of the business for the benefit of all stakeholders. We provide high‑quality care services through our dedicated, compassionate, and skilled staff, who are supported by ongoing training and development.
Staff wellbeing remains a priority, with regular engagement, surveys, and confidential support services covering health, finance, legal, and mental health matters. We continue to invest in modern systems that empower staff with real‑time access to their working information, training needs, and support compliance with all regulatory requirements.
Our Equality, Diversity, and Inclusion programme fosters a culture of respect and inclusion where all employees and residents feel valued. Continuous investment in our facilities ensures safe, comfortable environments, while sustainability initiatives such as our solar panel installations reflect our commitment to environmental responsibility.
The directors are dedicated to maintaining and enhancing the group’s reputation within the care sector, guided by ethical standards and a focus on long‑term value creation for residents, staff, and the wider community. The business relationships and long‑term considerations are covered by the contents of the Directors’ Report.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Details of principal risks, including financial instrument risks, are detailed in the Strategic Report.
The directors have a philosophy of fairness and honesty with all our residents and their families and decisions are made always with regard to the wellbeing of the home residents in conjunction with relatives.
The directors have built a business where there are a significant number of long-term suppliers to the business. The company also has robust systems in place whereby suppliers are paid within their credit terms and it reports separately on this. The company will offer equal terms to new and existing suppliers. Trade payable days for the year ended 31 December 2025 were 14 days (2024 - 10 days).
The directors have disclosed any future developments in the Strategic Report.
The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
In line with the Government’s Streamlined Energy and Carbon Reporting (SECR) policy, the group has disclosed the following in respect of its annual energy consumption for the year ended 31 December 2025. The energy data has been compiled from supplier invoices and calculated using UK Government GHG Conversion Factors. Comparative information for the prior year is disclosed in accordance with SECR requirements.
During the reporting period, the group’s energy consumption comprised 492,000 kWh of electricity and 1,746,531 kWh of natural gas (2024 - 551,525 kWh of electricity and 1,803,876 kWh of natural gas). Applying the official conversion factors, this equates to total carbon emissions of approximately 383 tonnes of carbon dioxide equivalent (2024 - 429 tonnes). Total kWh as a ratio to turnover is 0.168 (2024 - 0.146).
In line with the group’s statement in the 2024 Directors’ Report, we continue to implement energy efficiency measures and reduce our carbon footprint in line with environmental and regulatory obligations. Energy‑efficiency actions during 2025 included LED lighting upgrades, boiler optimisation, contributing to lower energy use and emissions compared with 2024.
As noted in 2024, our new care homes, and future developments, have been designed with sustainability at the forefront, featuring energy‑saving measures such as LED lighting, solar panels, efficient heating and cooling systems, sensor lighting, cycle sheds, and electric vehicle recharge points. These investments continue to contribute materially to lowering the group’s carbon footprint.
The group also continues to pursue a transition to a 100% paperless office environment, building on the software, systems and processes implemented in 2024 to eliminate the need for printed and paper records, reduce waste and improve operational efficiency while supporting our carbon reduction objectives.
As the group now has two years of formal SECR reporting, baseline carbon data and energy consumption metrics are established across all sites. The directors intend to continue to develop meaningful carbon reduction targets and further expand sustainability initiatives in forthcoming years, demonstrating ongoing commitment to environmental stewardship and compliance with evolving regulatory expectations.
We have audited the financial statements of Ashton Healthcare Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of total comprehensive income, the group statement of financial position, the company statement of financial position, 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 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 FRS 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 year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
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:
Obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;
Obtaining an understanding of the company’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and
Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector-specific experience.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law, compliance with the CQC and compliance with the UK Companies Act.
In addition to the above, our procedures to respond to risks identified included the following:
Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing correspondence with regulators;
Challenging assumptions and judgements made by management in their significant accounting estimates, including property, plant and equipment at fair value; and
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.
Due to the inherent limitations of an audit, there is an unavoidable risk that some 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). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
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 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.
The group statement of total comprehensive income has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £2,031,393 (2024 - £2,238,001 loss).
Ashton Healthcare Group Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 13 Oathall Road, Haywards Heath, West Sussex, RH16 3EG.
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 £1.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
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 relevant information, including the group's principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
The company has net liabilities in relation to the bank loan in the company, any instalments or other amounts due will be paid from future trading of the group’s subsidiaries and the directors confirm that these will be settled as they fall due. The directors have also confirmed that, if required, they will provide financial support to the group and company.
Based on these assessments and having regard to the resources available to the group, the directors have concluded that there is no material uncertainty in relation to the appropriateness of continuing to adopt the going concern basis in preparing the annual report and accounts.
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, is shown net of VAT and on an accruals basis.
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 credited or charged to profit or loss.
Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.
Revaluations are made with sufficient regularity to ensure that the carrying amount in the financial statements does not differ materially from that which would be determined using the fair value at the end of the reporting period.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset 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.
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 statement of financial position 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.
The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and loans from related parties.
Debt instruments like loans and other accounts receivable and payable are initially measured at the transaction price (including transaction costs) and subsequently at amortised cost using the effective interest method; debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
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.
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.
The costs of short-term employee benefits are recognised as a liability and an expense.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 statement of financial position 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 and loss on a straight line basis over the term of the relevant lease.
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 directors' valuation relating to the fair value of property, plant and equipment across the group is based on their use of the professional valuations carried out on behalf of the company's lenders in August 2025 at an aggregate of £39.65 million (for Adelaide Healthcare Limited, Birchgrove Healthcare (Sussex) Limited and Grove Park Healthcare Group Limited, all group subsidiaries). These valuations were carried out in accordance with The Royal Institution of Chartered Surveyors, undertaken by Savills, an independent firm of Chartered Surveyors with a recognised and relevant professional qualification and with recent experience in the location and category of the property, plant and equipment being valued. The valuations were both made on the basis of existing use as a fully-equipped operational entity having regard to trading potential in line with Section 27 of FRS 102.
The company operates one principal activity, that of the rendering of services, which is wholly undertaken in the United Kingdom. Revenue is therefore made up 100% by the fees in relation to the supply of these services.
The average monthly number of persons employed by the group and company during the year (excluding directors) was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:
The group has estimated losses of £2,875,000 (2024 - £3,105,000) available for carry forward against future income.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
The directors have valued property, plant and equipment as disclosed in note 2.
There are fixed and floating charges held over the freehold land and buildings by the group's bankers.
If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses
a) 13 Oathall Road, Haywards Heath, West Sussex, RH16 3EG.
Included within the company debtors falling due after more than one year, a discounting charge totalling £492,100 (2024 - £686,940) has been applied to this balance as no interest is charged on this balance. During the year the company received effective intercompany interest of £194,840 (2024 - £Nil) through a release of an element of this charge.
The going concern conclusions as disclosed in note 1.3 have therefore been arrived at on the basis that this balance will not be received within 12 months of the signing of the audit report.
Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is four years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. These liabilities are secured on the liabilities they relate to.
The bank loans are fully repayable within 5 years from the drawdown date of 30 September 2025. The rate of interest payable is 3.50% per annum plus the Lender's Base Rate. Capital repayments on the bank loans start 24 months after the drawdown date, following an initial interest-only period.
The bank loans are secured by a cross guarantee and debenture in favour of Metro Bank PLC, granted by members of the group including the company, Grove Park Healthcare Group Limited, Birchgrove Healthcare (Sussex) Limited and Adelaide Healthcare Limited dated 30 September 2025. The maximum extent of this contingent liability at the year end could have amounted to £36,510,000 (2024 - £22,975,621).
The bank also holds fixed and floating charges over all assets of the group, including legal charges over specific properties owned by the group companies.
The controlling parties Mr A S Shookhye and Mrs M B Shookhye have also provided personal guarantees totalling £5,190,000 (2024 - £5,200,000).
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances for financial reporting purposes:
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.
A Ordinary shares entitle their holders to receive notice of and to attend and vote at any general meetings and agree to a proposed written resolution of the Company. The shares carry rights to dividends and other distributions in respect of the profits of the company. On a sale, winding-up, or other capital distribution of the company, the holders of A Ordinary shares shall be entitled firstly, to repayment of the nominal amount paid up or credited as paid up (including any premium) on such shares in conjunction with the holders of the C Ordinary shares and secondly, to 90% of the residue (if any) which shall be apportioned to the holders of the A Ordinary shares on a pro-rata basis to the number of shares held.
C Ordinary shares do not entitle their holders to receive notice of and to attend and vote at any general meeting and agree to a proposed written resolution of the Company. The shares carry rights to dividends and other distributions in respect of the profits of the company. On a sale, winding-up, or other capital distribution of the company, the holders of C Ordinary shares shall be entitled firstly, to repayment of the nominal amount paid up or credited as paid up (including any premium) on such shares in conjunction with the holders of A Ordinary shares and secondly, to 8% (the remaining 2% relates to B Ordinary shares but none have been issued as at the date of signing the financial statements) of the residue (if any) which shall be apportioned to the holders of the C Ordinary shares on a pro-rata basis to the number of shares held.
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:
The remuneration of the key management personnel of the group, is as follows.
RCM Project Development Limited is a connected company through common control. At the year-end an amount of £700,000 (2024 - £nil) was owed from this connected company to the group.
Included within group other payables in current liabilities are directors' loan balances which total £100,449 (2024 - £59,516). No interest is charged on these balances.
During the year, the group purchased a property from a director for consideration of £3,500,000. The transaction was undertaken at market value and on terms considered to be equivalent to those available in an arm’s length transaction.