Company number: 00293147
Panther Securities P.L.C.
Annual Report and Financial Statements 2024
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Panther Securities P.L.C. and subsidiaries
1
CONTENTS
2
Directors, Secretary and Advisors
3
The Year in Brief
4
Chairman’s Statement
10
Chairman’s Ramblings
15
Group Strategic Report
24
Directors’ Report
29
Corporate Governance
37
Independent Auditors’ Report on the Consolidated Financial Statements
44
Consolidated Income Statement
45
Consolidated Statement of Comprehensive Income
46
Consolidated Statement of Financial Position
47
Consolidated Statement of Changes in Equity
48
Consolidated Statement of Cash Flows
49
Notes to the Consolidated Financial Statements
80
Parent Company Statement of Financial Position
81
Parent Company Statement of Changes in Equity
82
Notes to the Parent Company Financial Statements
88
Notice of Annual General Meeting
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Panther Securities P.L.C. and subsidiaries
2
DIRECTORS, SECRETARY AND ADVISORS
Directors
Andrew Perloff (Chairman)
Simon Peters (Finance Director and Chief Executive)
John Perloff (Executive)
Bryan Galan (Non - executive)*
Peter Kellner (Non - executive)*
Jonathan Rhodes (Non – executive)*
Paul Saunders (Non – executive)*
* Member of the Audit Committee and Remuneration Committee
Company Secretary
Raphael Rotstein (from 2 January 2025)
Registered Office
Unicorn House, Station Close, Potters Bar, Herts, EN6 1TL
Company number
00293147
Website
www.pantherplc.com
Auditor
Crowe UK LLP
55 Ludgate Hill, London, ECM 7JW
Bankers
HSBC Bank PLC
31 Holborn, London, EC1N 4HR
Santander Corporate Banking
2 Triton Square, Regents Place, London, NW1 3AN
Nomad, Financial
Advisors and Joint
Brokers
Allenby Capital Limited
5 St Helen’s Place, London, EC3A 6AB
Joint Brokers
Raymond James Investment Services Limited
Ropemaker Place, 25 Ropemaker St, London, EC2Y 9LY
Registrars
MUFG Corporate Markets
Central Square, 29 Wellington Street, Leeds, LS1 4DL
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Panther Securities P.L.C. and subsidiaries
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DIRECTORS, SECRETARY AND ADVISORS (continued)
Solicitors
Howard Kennedy LLP
1 London Bridge, London, SE1 9BG
Fox Williams LLP
10 Finsbury Square, London, EC2A 1AF
DMH Stallard LLP
6 New Street Square, New Fetter Lane, London, EC4A 3BF
DLA Piper Scotland LLP
Collins House, Rutland Square, Edinburgh, EH1 2AA
THE YEAR IN BRIEF
2024
2023
£’000
£’000
Revenue – rents receivable
14,657*
14,457
Profit before tax
8,671
5,499
Total comprehensive income for the year
6,701
4,470
Net assets of the Group
116,160
111,872
Earnings per 25p ordinary share
Basic and diluted – continuing operations
38.4p
25.3p
Dividend per ordinary share (based on
those proposed in relation to the financial
year)
12p
22p**
Net assets attributable to ordinary
shareholders per 25p ordinary share
669p
640p
*Revenue - less Stock property disposal (£390,000 in 2024)
** 10p special paid in February 2023, 6p interim paid in October 2023 and 6p final was paid in
July 2024.
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CHAIRMAN’S STATEMENT
I am pleased to be able to present the results for the year ended 31 December 2024, which show
a profit before tax of £8,671,000 compared to a profit before tax of £5,499,000 for the previous
year ended 31 December 2023.
There was a gain of £3,265,000 in the valuation of our swap position and additionally a cash
contribution of £1,422,000 reducing our finance costs because of our favourable swap
arrangements.
During the year, total gains realised on the disposal of investment properties (detailed below)
amounted to £1,296,000 and a revaluation of our entire portfolio provided an increase in total
value of £1,300,000.
Rents receivable during the year ended 31 December 2024 were £14,657,000 compared to
£14,457,000 in the year ended 31 December 2023. Whilst this is only a small increase there is
much activity within our portfolio and some loss of income has been caused by earlier property
sales with the realised funds yet to be reinvested.
Property Acquisition - Southport Land
In October 2024 we purchased freehold land adjoining our existing car park behind Wayfarers
Arcade, Southport at a price of £105,000. This could be large enough for three or four
townhouses or an extension to our existing car park.
Property Disposals
Towards the end of the year, we completed the sale of our freehold interest in Westgate House,
Peterborough, a former Beales department store, after arranging to obtain planning permission
for a development containing 127 residential units. We received a total consideration of
£4,000,000 of which £1,000,000 remains outstanding to be paid in two separate tranches of
£500,000, nine months and eighteen months after completion of the sale. This money is secured
by way of a second charge on our former property. The sale price was £1,410,000 over its book
value.
Investment Sales
In July 2024 we sold at auction three mature freehold investment properties in Blackburn, Hull
and Widnes, which we had owned for some years. A total of £1,336,000 was realised compared
to their total book value of £1,280,000. The decision to sell was due to each of the occupying
leases coming to an end and if vacated there would be both a loss in income and an expected
reduction in their property values.
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CHAIRMAN’S STATEMENT (continued)
Post Balance Sheet Sales
In February 2025 we sold our freehold island site in central Wolverhampton which included
Charles House, Premier House and 78 Darlington Street. This property was purchased in
August 2010 for £1,560,000 including costs. It was a mixed-use group of older buildings with
approximately 70,000 sq. ft. of occupiable space on 1.2 acres of city centre land. When
purchased, it produced rents of £278,000 per annum (and £195,000 after costs) and was already
clearly a potential development site due to its size and location. The Group managed to
maintain a high level of income for almost its entire ownership. The property most recently
produced rent of £122,000 per annum (and £80,000 after costs). The sale price achieved was
£2,500,000.
Post Balance Sheet Purchases
The freehold of 134-136 Above Bar Street, Southampton was purchased in March 2025 for
£253,000 at auction being formerly owned by Southampton Borough Council. We already
owned the long leasehold interest which had circa 85 years remaining at a ground rent of
£12,225 being fixed at 15% of the rents receivable, out of a current total of £81,500 per annum.
We now no longer have an issue of having a depreciating asset thus allowing development if in
the future a residential scheme in the upper parts is deemed profitable.
General Letting Market
We have several useful lettings well in hand which should help increase our rental income for
future years and reduce carrying costs. Most are subject to us completing substantial
refurbishment works for the agreed tenants’ requirements.
Investment Properties – Our total portfolio was valued at the year end at £182,204,000
compared to £185,169,000 in December 2023. The movement is mainly due to the
approximately £1.3 million net increase in property revaluations over the entire portfolio and
then taking account of the approximately £4.2 million (at book cost) of disposals.
Our net asset value per share has increased from 640p to 669p, which equates to an increase of
approximately 4.5%.
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CHAIRMAN’S STATEMENT (continued)
Loans
On 28 March 2024, the Group refinanced by completing a new facility of £68 million, split
between a £55 million term loan and a £13 million revolving facility. The new facility has a
four-year term (with a further option to extend by one year subject to credit approval). The
interest rate payable is 2.3% over three-month SONIA with a ratchet that can take it to 2.5%
over three-month SONIA in certain circumstances (compared to the previous facility which was
2.7% over SONIA). HSBC and Santander remain as the joint providers of the new facility.
£5,955,000 of the facility was still available to be utilised at the year end.
We are very pleased to continue our mutually beneficial 41- and 14-year relationships with
HSBC and Santander respectively, which we hope will continue still further.
The Group is in a fortunate position whereby it will continue to benefit from its existing interest
rate swap arrangements, which provide effective fixed interest rate protection that is
significantly below the current SONIA rates, in relation to £60 million of the £68 million new
facility. The Group’s interest rate swaps provide a fixed interest rate of 3.40 per cent in relation
to the £35 million of the new facility and a fixed interest rate of 2.01% in relation to £25 million
of the new facility, but of course each plus the banks margin mentioned earlier. The durations
of the Group’s existing swaps are beyond the term of the current facility.
In September 2023 our main swap on £35 million dropped from 5.06% to 3.4% which is a cash
flow saving of £581,000 per annum, which meant a full year’s benefit was received in 2024.
Future Progress
Last year I predicted exciting times and mayhem to come from our country’s change of political
direction but of course did not think of the extra problems which would arrive from the change
in the direction of politics in the USA which has doubled up on problems for large and small
trading businesses worldwide. However, with our usual caution we have our finances in place
and a degree of liquidity that will allow us to take advantage of any special opportunities that
may come our way and should be financially able to withstand the financial squalls from the
erratic political decisions that cause the so-called exciting times.
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CHAIRMAN’S STATEMENT (continued)
Charitable Donations
We continue to support several charities, especially local ones in areas that we operate and have
interests in.
Political Donations
At last year’s AGM I proposed a resolution to donate £25,000 to the Reform UK political party
and this was successfully passed. Once again, I propose a donation of £25,000. As previously,
I will abstain voting my personal holding.
I have stated that in my opinion most business problems are caused by poor government
taxation and legislation and as the previous Conservative government I felt had lost the plot,
i.e., not upholding the values that many people hold about preferring a massive reduction in
immigration numbers, and they were also unable to provide low taxation or tax policies that
encourage employment. These are some of the many reasons I believe they lost the election in
2024.
The new Labour government have followed in their foolish predecessor’s footsteps with even
more drastic anti-business taxes on employment with harmful policies for pensioners, farmers,
strivers and successful entrepreneurs, and particularly hard on those who save for the future so
that they don’t become a burden on the state in old age. They have continued to disallow VAT
rebates on expensive purchases by overseas tourists, whereby now many of these high spending
tourists go to other major cities such as Paris, Milan or Barcelona etc. for their shopping and
holiday trips providing extra tax receipts to other countries but also a loss of tourism spending
on hotels etc. in the UK, which would be of benefit to the UK.
The new Labour government has not addressed the ridiculous inadequacies of the business rates
that are currently charged when the original rules worked well, before gerrymandering by the
previous government. They increased property purchase taxation by way of constant changes
in stamp duty, made worse by charging extra stamp duty on the purchase of second homes, then
second homes being charged double Council Tax for less services. Also having to suffer higher
Capital Gains Tax on a sale compared to commercial Capital Gains Tax when profitably
realised. Despite the highest level of taxation since the last world war (which obviously
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CHAIRMAN’S STATEMENT (continued)
necessitated higher taxes), we receive poor and slow service from practically every bureaucratic
government department.
The new socialist government has increased the tax burden and quickly managed to turn a
slowly recovering economy into what will in the medium-term likely be a rapidly sliding
downturn.
We have for some time paid a trade subscription of £7,500 to The Taxpayers’ Alliance who are
an independent association that watches over government expenditure looking for waste and
self-aggrandisement amongst the myriads of council executives who are forever claiming
council poverty and putting up council tax charges but at the same time increasing their senior
employees’ pay by unreasonable amounts. This was recently exposed by most national
newspapers via information researched and supplied by The Taxpayers’ Alliance. Their
website is taxpayersalliance.com. I recommend shareholders who still have some money left
and who can still afford to donate, should do so to this independent organisation that helps to
bring wasteful costs to the spotlight of the public eye. They recently provided research that
exposed that 25% of some council taxes go towards the gold-plated pensions of the bureaucrats
who serve us so badly whilst the taxpayers of the private sector whose employment are rarely
able to provide such largesse.
Dividends
The Directors have recommended a payment of a final dividend for the year ended 31 December
2024 of 6p per share. This year’s final dividend of 6p per share will be payable on 16 July 2025
to shareholders on the register at the close of business on 27 June 2025 (ex-dividend on 26 June
2025).
The full dividend for the year ended 31 December 2024 is therefore anticipated to be 12p per
share, subject to shareholder approval, being the 6p interim per share paid and the recommended
final dividend of 6p per share.
I repeat my thanks to our small but dedicated team of staff, growing team of financial advisers,
legal advisers, agents and accountants for all their hard work during the past year.
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CHAIRMAN’S STATEMENT (continued)
Special thanks and good wishes go to our tenants, many of whom are comparatively small
entrepreneurial businesses, and I hope they can continue to manage through the present business
climate with the excess burdens placed upon them by rapacious government taxes.
I do not feel I can do justice to the massive incompetence of the present government and
certainly cannot present the problems created by them any better than many journalists,
especially of the Daily Mail and Daily Telegraph who have forcefully expanded on subjects I
highlighted in bureaucratic foolishness briefly over the last 10 years or so.
Thus, instead of writing full hearted ramblings, I have included some eulogies for past members
of our Group to whom we owe so much and will miss.
Andrew S Perloff
CHAIRMAN
20 May 2025
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CHAIRMAN’S RAMBLINGS
EULOGIES
Years ago, when we were all younger, news was all about weddings, bar mitzvahs, births –
joyous occasions – things to be celebrated but as time passes news becomes more serious,
reminding us of our mortality, making us aware of the inevitable passage of time. I recount
Malcolm’s story first as he had most influence on Panther and my career.
MALCOLM BLOCH
1941-2024
Last year in September I had such a call to tell me of the death of Malcolm, my great friend and
business partner of many years. He had died peacefully in his sleep, his daughter and one of
his best friends by his bedside. Although his health had not been good for a considerable time,
his death still came as a shock to me.
While many of our shareholders and even some of our advisors may not remember him, he had
played a huge role in the success of our group and his part in its history bears repeating.
In 1962, I, a young naïve lad joined Marcus Leaver & Co., a busy commercial estate agency in
their offices off Bond Street. I was a lowly office boy – my salary the princely sum of £5 a
week plus 2s/9d per day of luncheon vouchers, i.e., nearly 14p which could purchase a three-
course meal!
I was rather intimidated by my new plush surroundings but was shown to a desk and then
handed over to my mentor-to-be, Malcolm, who introduced me to the 35 staff. He was nearly
four years older than me and seemed the epitome of sophistication, being slim and smart
wearing a shiny mohair suit which I coveted immediately.
It was a great place to work. Not only did I quickly begin to learn and enjoy the property
business, but the staff was mostly comprised of young people which was perfect for a young
boy eager to learn and make new friends.
The next couple of years passed quickly and enjoyably until one day Malcolm was summoned
into the office of one of the partners. He emerged looking upset as he had been instantly
dismissed. Malcolm had been in a dispute with a client who wanted him to overvalue his
property for letting and Malcolm had been less than tactful in his response.
I was almost as upset as Malcolm about this turn of events, but we kept in touch, so I knew he
had secured a job with a house agent in Harrow. He was so busy that he and a fellow workmate
decided to strike out on their own. He asked if I would like to join them which I was delighted
to do.
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CHAIRMAN’S RAMBLINGS (continued)
Our office was a tiny shop in Eastcote where we were very busy for next few months. Our
break-even target was 1 house sale a week and we were selling two! All was going swimmingly
until a credit squeeze was announced by the then Chancellor and all residential sales came to a
standstill. Our third partner had no choice but to throw in the towel due to family commitments.
Malcolm and I continued, we concentrated on commercial and investment property which was
less affected by the credit squeeze and with the bigger commissions we started buying single
vacant freehold shops which we managed to let at higher than market rents which showed us
very high returns.
These were let mainly to immigrants who were involved in the restaurant/take away business
and who tended to live above the shops with their families. They proved to be very good tenants
– establishing successful businesses and paying their rent on time.
Malcolm excelled in confidently dealing with the older people with whom we came into contact
and those tenants whose English was often poor, as I was still shy with strangers.
In 1969 after several moves, Malcolm decided we should upgrade our image and thus we moved
into an attractive Georgian style house in Park Street in Mayfair W1. Our offices were on the
ground floor, and Malcolm and I took the two floors above as our separate living quarters.
With the move came a substantial increase in business opportunities. By the mid-70s we were
successfully carrying out various developments which should have been very profitable had it
not been for the prevailing banking crisis and financial climate which heralded several bleak
years throughout which Malcolm kept his customary good humour and we somehow managed
to keep the business alive.
We subsequently purchased control of Levers Optical Company, a small, quoted concern as we
hoped it would help us expand. It did and helped us survive the property market crash which
came later.
Malcolm’s indomitable spirit shone through during these hard times he was confident that all
would be well, his good humour and optimism kept us going.
The years quickly passed, we had survived several property crashes and built up the successful
business that is Panther today.
Having reached the age of 65 Malcolm decided he would like to retire. His shares were bought
by the company, my brother and me. Malcolm left for sunnier climes and a more relaxed
lifestyle but always keeping in close contact with his family, friends and of course, the office.
I have not so far mentioned the personal side of our relationship which was inseparable with
our business one. Having known each other from such a young age our friends and families
became intertwined. We gathered a gang of “lads” who socialised, holidayed, ate and chased
girls together. He was the glue that kept everyone together then and continued to do so until
his death.
Malcolm had a huge zest for life with many interests – enjoying watching boxing, jazz, film,
travelling, eating out. His knowledge of good hotels, restaurants and movies was encyclopaedic
and was more reliable than the Michelin Guide.
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CHAIRMAN’S RAMBLINGS (continued)
His humour, his wit and his optimism made him such good company. Company that I miss so
much as do many people.
Malcolm, you are irreplaceable - it was a privilege to know you, and your efforts for our Group
will be long remembered
ANTHONY KELLNER
1945-2025
Anthony Kellner, who had been struggling with prostate cancer for about eight months, died
peacefully at a Central London nursing home having been treated at Charing Cross Hospital,
near Hammersmith, for five months, then finally being cared for at Princess Louise of
Kensington Nursing Home when he sadly passed away on Friday, 21 March.
Whilst he was bedridden for most of that time, he was stoic to the end and despite his illness
and pain medication, was able to see and talk to all his visitors with his usual wit and knowledge.
He had worked as our in-house solicitor for nearly 20 years and prior to that had his one-man
band private practice in Forest Gate and then a studio office in Panther House, Mount Pleasant,
WC1.
I, however, had known him for approaching fifty years as a good friend who joined my family
and I on holidays and was welcomed as part of the family.
He was witty, entertaining, knowledgeable and always able to join in whatever activities there
were and was great at inventing his own games, both for children and adults.
For these reasons he was also well liked by all the Panther staff, many of whom took time to
visit him in his last six months when he could discuss anything with them from past experiences
at the office with humorous occasion or even matters of world interest and being so
knowledgeable he was always happy to give advice. He cared about his fellow workers, and
they all appreciated his concern for them.
He took delight in working long hours on any company matters and was diligent to the nth
degree.
Whilst he was a single man, he took interest in the families of others and was a fine uncle to his
two nephews and was close to his brother and sister-in-law.
He will be very much missed by his family and all of us here at Panther; his death has left a gap
in our lives.
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CHAIRMAN’S RAMBLINGS (continued)
MERVYN HARRIS
1946-2023
Back in October 2023 I received one of those early morning phone calls that often denote
unexpected bad news. The caller was Mervyn’s son, who informed me of Mervyn’s sudden
death after having a heart attack whilst in hospital after going in for unusual pains.
This was completely unexpected as I had recently bumped into him, his wife and friends going
into a favourite restaurant in St John’s Wood and he appeared his usual ebullient and happy self
in good health. I had also spoken to him on a business matter a few days earlier when there
was no inkling of illness.
We at Panther had known Mervyn for about 35 years as one of our favourite panel of legal
advisers and although he moved through three or four different partnerships, we followed him
round as we knew he was astute and very dedicated to his clients’ interests. He was always
good humoured with an easy-going sense of humour for all the unusual things that can happen
in business.
This was a great loss to Panther as one of our key advisers, but obviously even more so to his
wife, Lynda, and the rest of his family.
MICHAEL PETERS
1939-2025
Very recently, my brother-in-law, Michael Peters, passed away. Father to our CEO, Simon,
and his brothers Leigh and Jonathan. Whilst never working for us, Michael brought up his sons
to be interested in business, thus benefitting our Group.
Michael was a very hard-working pharmacist and happily married to my sister for 55 years. He
led an exemplary life and showed his three sons by example the way to live a good life and to
be remembered by all who knew him. He was knowledgeable and extremely well-travelled
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CHAIRMAN’S RAMBLINGS (continued)
with many long-term friends. He bore the last 6/7 years of his life with Parkinsons disease and
with fortitude. His loss will be sadly missed by all my family and his.
Yours
Andrew S Perloff
Chairman
20 May 2025
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GROUP STRATEGIC REPORT
About the Group
Panther Securities PLC (“the Company” or “the Group”) is a property investment company
quoted on the AIM market (AIM) since 2013. Prior to this the Company was fully listed and
included in the FTSE fledgling index, first being fully listed as a public company in 1934. The
Group currently owns and manages circa 900 individual property units within circa 120
separately designated buildings over the mainland United Kingdom. The Group specialises in
mainly commercial property investing in good secondary retail, industrial units and offices, and
also owns and manages many residential flats in several town centre locations. The Group is a
generalist investor, not specialising in any sector or location in the UK and does the majority
of its own management and lettings in-house. The Group takes an entrepreneurial approach to
property investing assessing each opportunity on its merits.
Strategic objective
The primary objective of the Group is to maximise long-term returns for our shareholders by
stable growth in net asset value and dividend per share, mainly via a consistent and sustainable
rental income stream. The Group also seeks out exceptional returns within its property portfolio
and through acquisitions looking for value adding opportunities.
Progress indicators
Progress will be measured mainly through financial results, and the Board considers the
business successful if it can increase shareholder return and asset value in the long-term, whilst
keeping acceptable levels of risk by ensuring gearing covenants are well maintained.
Key ratios and measures
2024
2023
2022
2021
Gross profit margin (gross profit/
turnover)
55%
54%
57%
65%
Loan to value*
38%
39%
39%
36%
Interest cover (actual) *
299%
317%
297%
281%
Finance
cost
rate
(finance
costs
excluding
lease
portion/
average
borrowings for the year)
5.8%
6.7%
7.0%
7.5%
Yield
(rents
investment
properties/
average
market
value
investment
properties)
8.4%
8.4%
8.2%
7.9%
Net assets value per share
669p
640p
637p
553p
Earnings per share – continuing
38.4p
25.3p
96.6p
76.4p
Dividend per share**
12.0p
22.0p
12.0p
12.0p
Investment property acquisitions
£0.3m
£3.4m
£8.9m
£0.8m
Investment property disposal proceeds
£4.5m
£1.0m
£1.2m
£15.8m
* As reported to the Lenders - based on charged property rents, borrowed funds and bank
valuations as appropriate. There was a change of basis in 2024 following the refinance.
** Based on those declared for the year.
Business review
The overall year was another strong year for the Group with earnings being just over 38p per
share with rents receivable within revenue slightly up (the revenue figure also includes a Stock
Property disposal of £390,000). The Directors valuation shows they believe that there was a
further increase in property values of £1.3 million in the year (2023 - a £5.5 million increase).
The valuations of the financial derivatives increased by £3.3 million.
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GROUP STRATEGIC REPORT (continued)
Operating profits grew as costs were held or reduced in various categories.
The finance costs remain consistent over this and the comparison year, 2024 and 2023
respectively, but we expect them to be lower in 2025 following the refinance with lower margin
and as we have reduced our borrowing early in 2025 (and haven’t identified acquisitions, to
reborrow, at this time). Once again it is worth noticing the split on the income statement,
between interest payable on the floating loan and the income back on our financial derivatives
(swaps). This financial income generated by our financial derivatives (swaps) is quite
considerable and this validates the high value shown on the balance sheet.
The refinance that took place in March 2024 even though expected, is pleasing as it puts the
Company on good footing, knowing its financing abilities until March 2028 (with the option to
extend to March 2029) – this platform aids planning and the Group also benefits from agreeing
lower margins compared to the previous facility.
The consolidated statement of cash flows in 2024, shows that cash improved by £2.5 million in
the year, pleasingly the cash flow from operating activities (the trading) showed a £3.6 million
contribution, even stronger than the £2.3 million cash contribution produced in 2023.
In terms of the statement of financial position (balance sheet), the Group saw its asset value
grow with a net asset value per share at the year-end of 669p per share (2023 – 640p per share).
The Group currently shows a very large discount when comparing its prevailing share price to
its current net asset value, and the Board believes this is mainly due to a lack of transactions in
its shares.
We would love some positive economic winds but in these uncertain times we see our relatively
small business as a safe haven for investors. Our Group benefits from an excellent spread of
assets, producing multiple income streams, financed by secured long term loans fixed at
attractive levels all run by an experienced management team. So whilst we are in politically
and globally uncertain times, this does not hugely concern the Board as we are set up to find
opportunities and our business model protects shareholder value.
Going forward
Our medium term trends show we are experiencing rental growth, some of this is from renting
long-term vacant properties and the rest from improved rental terms. Going forward over the
next few years we foresee this continuing but the most important issue for the Group being to
control all of the holding and maintenance costs of our properties. In response to this we have
sold some properties in the year that we consider had little further upside (and some with high
holding costs), and the ones we sold with rental income we believe have more downside than
potential. In terms of costs, we have brought in further controls and look to phase our works
programmes. However if as we expect we can control and/ or phase our costs more effectively,
we have the ability with long term income rental streams and fixed interest rate costs to be even
more profitable.
As in 2023, we still anticipate some potential additional costs of improving the energy
efficiency of our buildings to keep them in line, or even ahead of the EPC (“energy performance
certificate”) regime requirements which is constantly being updated. However, we have
negotiated no loan amortisation on our most recent loan (completed in March 2024), so for the
current year until March 2026, we have extra cash flow. We also have now got to a comfortable
level in terms of the longer term viability of our properties, with over 65% of our income being
generated from properties with EPC grading C and above.
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GROUP STRATEGIC REPORT (continued)
We are working on opportunities to unlock value within our portfolio, some of this achieved in
2024, both in terms of letting more of the vacant properties, selling properties where appropriate
to recycle the cash, adding additional residential units by reproposing upperparts and selling
long term vacant properties (often following achieving planning).
The economy continues to be a relatively high-interest rate environment, compared to the last
15 years, but now with inflation more or less under control, following two years of very high
inflation. There is a lot of downside risk to the economy including higher taxes, slower global
growth, cuts to benefits, job losses and higher government borrowing. The Group has fixed its
interest rate swaps which will protect us from interest rate increases for many years to come.
The nature of property companies, gives us a natural hedge over inflation, as property
investments tend to increase in line with inflation, whilst the real value of loans utilised
effectively decreases.
There are always uncertainties which can affect property prices in the short term, however, the
Board continues to believe we are protected by our portfolio’s diversity, experienced
management team, ability to adapt and by having access to funds. We have low gearing levels,
supportive lenders and cash reserves.
The Board is confident about the business going forward.
Financing
On March 2024, the Group completed a new facility of £68 million, split between a £55 million
term loan and a £13 million revolving facility. The new facility has a four-year term (with a
further one-year option to extend subject to credit approval). The interest rate payable is 2.3 per
cent. over three month SONIA with a ratchet that can take it to 2.5 per cent over three month
SONIA in certain circumstances, although both rates within the agreement represent an
improvement compared to the previous facility. The Group is providing very similar covenants
to the previous facility. HSBC and Santander remain as the joint providers of the new facility.
The Group at the year-end had £7.6 million of cash funds, and had the ability to draw an
additional £5.955 million available within the loan facility.
Financial derivative
The Group is in a fortunate position whereby it will continue to benefit from existing interest
rate swap arrangements, which provide effective fixed interest rate protection that is
significantly below the current SONIA rates, in relation to £60 million of the £68 million new
facility. The Group’s interest rate swaps provide a fixed interest rate of 3.40 per cent. in relation
to £35 million of the new facility and a fixed interest rate of 2.01 per cent. in relation to £25
million of the new facility. The durations of the Group’s existing swaps are beyond the term of
the new facility.
We have seen a fair value gain (of a non-cash nature) in our long term liability on derivative
financial instruments of £3.27 million (2023: a loss of £1.96 million). Following this gain the
total financial derivative balance is an asset on our Consolidated Statement of Financial Position
of £5.8 million (2023: £2.5 million asset).
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GROUP STRATEGIC REPORT (continued)
In February 2021 the Company paid £5,000,000 to vary a long-term swap agreement. The
agreement varied was an interest rate swap fixed at 5.06% until 31 August 2038 on a nominal
value of £35 million and had circa 17.5 years remaining. Following the variation, the Group’s
fixed rate dropped on 1 September 2023 to 3.40% saving the Group £581,000 p.a. in cash flow
until the end point of the instrument. We saw the first full year’s benefit of this annual change
in 2024.
These financial instruments (shown in note 27) are interest rate swaps that were entered into to
remove the cash flow risk of interest rates increasing by fixing our interest costs. We have seen
that in uncertain economic times there can be large swings in the accounting valuations.
Small movements in the expectation of future interest rates can have a significant impact on the
fair value of these interest rate swaps; this is partly due to their long dated nature.
Financial risk management
The Company and Group’s operations expose it to a variety of financial risks, the main two
being the effects of changes in the credit risk of tenants and interest rate movement exposure
on borrowings. The Company and Group have in place a risk management programme that
seeks to limit the adverse effects on the financial performance of the Company and Group by
monitoring and managing levels of debt finance and the related finance costs. The Company
and Group also use interest rate swaps to protect against adverse interest rate movements with
no hedge accounting applied. Mark-to-market valuations on our financial instruments have
been historically erratic due to current low market interest rates and due to their long term
nature. These large mark-to-market movements are shown within the Income Statement.
On £60 million of the drawn loan at the year-end, the actual cash outlay effect is nil when
considering the combined effect of the loan and the financial derivatives. This is because the
instruments have been used to fix the risk of further cash outlays due to interest rate rises or can
be considered as a method of locking in returns (the difference between rent yield and interest
paid at a fixed rate). At the year end, the Company had drawn circa £2 million more of the loan
than the fixed amount so this element is floating.
Given the size of the Company and Group, the Directors have not delegated the responsibility
of monitoring financial risk management to a sub-committee of the Board. The policies set by
the Board of Directors are implemented by the Company and Group’s finance department.
Credit risk
The Company and Group have implemented policies that require appropriate credit checks on
potential tenants before lettings are agreed. In many cases a deposit is requested unless the
tenant can provide a strong personal or other guarantee. The amount of exposure to any
individual counterparty is subject to a limit, which is reassessed annually by the Board.
Exposure is reduced significantly due to the Group having a large spread of tenants who operate
in different industries.
Price risk
The Company and Group are exposed to price risk due to normal inflationary increases in the
purchase price of the goods and services it purchases in the UK. The exposure of the Company
and Group to inflation is considered low due to the low cost base of the Group and natural hedge
we have from owning “real” assets. Price risk on income is protected by the rent review clauses
contained within our tenancy agreements and often secured by medium or long-term leases.
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GROUP STRATEGIC REPORT (continued)
Liquidity risk
The Company and Group actively manage liquidity by maintaining a long-term finance facility,
strong relationships with many banks and holding cash reserves. This ensures that the Company
and Group have sufficient available funds for operations and planned expansion or the ability
to arrange such.
Interest rate risk
The Company and Group have both interest bearing assets and interest bearing liabilities.
Interest bearing assets consist of cash balances which earn interest at fixed rate when placed on
deposit. The Company and Group have a policy of only borrowing debt to finance the purchase
of cash generating assets (or assets with the potential to generate cash). We also use financial
derivatives (swaps) where appropriate to manage interest rate risk. The Directors revisit the
appropriateness of this policy annually.
Principal risks and uncertainties of the Group
The successful management of risk is something the Board takes very seriously as it is essential
for the Group to achieve long-term growth in rental income, profitability and value. The Group
invests in long term assets and seeks a suitable balance between minimising or avoiding risk
and gaining from strategic opportunities. The Group’s principal risks and uncertainties are all
very much connected as market strength will affect property values, as well as rental terms and
the Group’s finance, or term loan, whose security is derived primarily from the property assets
of the business. The financial health of the Group is checked against covenants that measure
the value of the property, as a proportion of the loan, as well as income tests.
The two measures of the Group’s finances are to check if the Group can support the interest
costs (income tests) and also the ability to repay (valuation covenants).
The Group has a successful strategy to deal with these risks, primarily its long lasting business
model and strong management. This meant the Group has had little or no issues as it navigated
the many economic shocks it has had to deal with over the last two decades including the 2008
banking crisis, Brexit, the COVID-19 crisis, the high interest rate/ high inflationary effect post
covid-19/ Ukraine war consequences and Trump economics. The Group currently sits with low
gearing compared to historic levels.
Market risk
If we want to buy, sell or let properties there is a market that governs the prices or rents
achieved. A property company can get caught out if it borrows too heavily on property at the
wrong time in the market, affecting its loan covenants. If loan covenants are broken, the
Company may have to sell properties at non-optimum times (or worse) which could decrease
shareholder value. Property markets are very cyclical and we in effect have three strategies to
deal with or mitigate the risk, but also take advantage of this opportunity:
1) Strong, experienced management means when the market is strong we look to dispose of
assets and when it is weak we try and source bargains i.e. an emergent strategy also called an
entrepreneurial approach.
2) The Group has a diversified property portfolio and maintains a spread of sectors over retail,
industrial, office and residential. The other diversification is having a spread regionally, of the
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GROUP STRATEGIC REPORT (continued)
different classes of property over the UK. Often in a cycle not all sectors or locations are
affected evenly, meaning that one or more sectors could be performing stronger, maybe even
booming, whilst others are struggling. The stronger performing investment sectors provide the
Group with opportunities that can be used to support slower sectors through sales or income.
3) We invest in good secondary property, which tends to be lower value/cost, meaning we can
be better diversified than is possible with the equivalent funds invested in prime property. There
are not many property companies of our size that have circa 900 individual units and circa 120
buildings/ locations. Secondary property also, very importantly, is much higher yielding which
generally means the investment generates better interest cover and its value is less sensitive to
market changes in rent or loss of tenants.
Property risk
As mentioned above, we invest in most sectors in the market to assist with
diversification. Many commentators consider the retail sector to be in period of severe flux,
considerably affected by changing consumer habits such as internet shopping as well as a
preference for experiences over products. Of the Group’s investment portfolio, retail makes up
the largest sector being circa 60 to 65% by income generation. However, the retail sector is
affected to lesser degrees in what we would describe as neighbourhood parades, as opposed to
traditional shopping high streets. The large part of our retail portfolio is in these neighbourhood
parades, meaning we are less affected by consumer habits and even benefit from some of the
changes. Neighbourhood parades provide more leisure, services and convenience retail.
For example we have undertaken a few lettings to local or smaller store formats, to big
supermarket chains, which would not have taken place many years ago. Block policy is another
key mitigating force within our property risks. Block policy means we tend to buy a block
rather than one off properties, giving us more scope to change or get substantial planning
permission if our type of asset is no longer lettable. The obvious example is turning redundant
regional offices into residential. In addition by having a row of shops, we can increase or reduce
the size of retail units to meet the current requirements of retailers.
Finance risk
The final principal risk, which ties together the other principal risks and uncertainties, is that if
there are adverse market or property risks then these will ultimately affect our financing,
making our lenders either force the Group to sell assets at non-optimal times, or take possession
of the Group’s assets. The management, business model and diversification factors described
above help mitigate against property and market risks, which as a consequence mitigate our
finance risk.
The main mitigating factor is to maintain conservative levels of borrowing, or headroom to
absorb downward movements in either valuation or income cover. The other key mitigating
factor is to maintain strong, honest and open relationships with our lenders and good
relationships with their key competitors. This means that if issues arise, there will be enough
goodwill for the Group to stay in control and for the issues to resolve themselves and hopefully
remedy the situation. As a Group we also hold uncharged properties and cash resources, which
can be used to rectify any breaches of covenants.
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GROUP STRATEGIC REPORT (continued)
Other non-financial risks
The Directors consider that the following are potentially material non-financial risks:
Risk
Impact
Action taken to mitigate
Reputation
Ability to raise capital/ deal flow
reduced
Act honourably, invest well and be
prudent.
Regulatory changes
Transactional and holding costs
increase
Seek high returns to cover additional costs.
Lobby Government -“Ramblings”. Use
advisers when necessary.
People related issues
Loss of key employees/ low morale/
inadequate skills
Maintain market level remuneration
packages, flexible working and training.
Strong succession planning and
recruitment. Suitable working
environment.
Computer failure
Loss of data, debtor history
External IT consultants, backups, offsite
copies. Latest virus and internet software.
Asset management
Wrong asset mix, asset illiquidity,
hold cash
Draw on wealth of experience to ensure
balance between income producing and
development opportunities. Continued
spread of tenancies and geographical
location. Prepare business for the
economic cycles.
Acts of God (e.g.
COVID 19)
Weather incidents, fire, terrorism,
pandemics
Where possible cover with insurance.
Ensure the Group carry enough reserves
and resources to cover any incidents.
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GROUP STRATEGIC REPORT (continued)
Section 172(1) statement
This is a reporting requirement and relates to companies defined as large by the Companies Act
2006, this includes public companies as otherwise the Group would not be considered large.
Each individual Director must act in the way he considers, in good faith, would be the most
likely to promote the success of the company for benefit of its members as a whole, and in
doing so the Directors have had regard to the matters set out in section 172(1) (a) to (f) when
performing their duty under section 172.
The matters set out are:
(a) the likely consequences of any decision in the long term;
The longer term decisions are made at Board level ensuring a wealth of experience and a breadth
of skills. The value creation in the business is mainly generated by buying the investments at
the right time in the financial cycles, whilst reducing risk by choosing assets that have
alternative or back up values to the current use, as well as initial values. It is also key that long
term decisions are made in respect of ensuring that property assets are well maintained, where
economically viable. Other areas to ensure decisions are in tune with long term consideration
are making sure the best possible financing of the Group to match the requirements of the long-
term nature of property ownership. The Board and management makes long term decisions
such as keeping a vigilant review of the changing nature of property usage and tries where
possible to diversify its income streams. Chorley and Trowbridge as purchases are good
examples, i.e. both industrial property investments – giving protection against changing
consumer habits within retail (which is a larger component of the current portfolio) through
diversification/ rebalancing the portfolio. In 2024 the Group sold retail assets in Hull, Widnes,
Kings Lynn and Blackburn which the Board believed had a weaker outlook.
(b) the interests of the company’s employees;
The Company makes investment in and the development of talent of its employees, including
paying for professional development, providing in house updates and encouraging knowledge
sharing. The Group has a strong track record of promoting from within the business and both
our Property Director and Head of Property qualified and trained for their RICS whilst
employed at the Group, who fully supported their training. In 2021 the Finance Director was
promoted to Chief Executive. The Group undertakes team building activities to encourage
cohesion and working together.
(c) the need to foster the company’s business relationships with suppliers, customers and
others;
Being in the property industry the business is used to dealing with many types of businesses as
tenants from large multi-national businesses to small sole traders – keeping good sound
relationships with both is key. We also use many small operators and suppliers and we ensure
prompt payment, paying within 30 days in most instances to again foster good working
relations. We maintain weekly payment runs to support small suppliers.
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GROUP STRATEGIC REPORT (continued)
(d) the impact of the company’s operations on the community and the environment;
The Group’s investments by their very nature often have a significant impact on local
communities, providing services and convenience businesses, or places for local enterprise or
employment. By owning a parade of shops, we can ensure where possible that these are viable
locations by encouraging a variety of offerings. The Group maintains and upkeeps its
investment properties to a viable level which benefits the local communities they provide
accommodation for, or seeks improvements in planning permission which can enhance local
areas. In 2023 a historic listed building in Liverpool was brought back into use after many
years of not being utilised, now being used by a leisure operator. In 2024 we have brought in
DocuSign for leases and other agreements dealt with inhouse which will have a beneficial
environmental impact with less paper and carbon being produced on the delivery of the
documents. We also ensure we upgrade our units to the required EPC levels which by its very
nature reduces the longer term environmental impact of the use of these units.
(e) the desirability of the company maintaining a reputation for high standards of business
conduct;
The Group maintains an appropriate level of Corporate Governance that is documented within
its own section within these Financial Statements and on the Company’s website. With a
relatively small management team it is easier to monitor and assess the culture and encourage
the appropriate standards. The Board strives to delegate and empower its management teams
to ensure the high standards are maintained at all levels within the business. In recent years we
strengthened the Board the appointments of two non-executive directors with current relevant
external knowledge of banking and surveying/ valuation.
(f) the need to act fairly as between members of the company.
The Group has excellent communication with its members, actively encouraging participation
and discussion at its AGMs and also circulating letters of our announcements to ensure older
members or those not accessing the financial news can keep up to date with relevant
information. Our Chairman is unpaid, his benefit or income from the Company is received via
dividends pro-rata the same as all members including minority shareholders.
The Group Strategic Report set out on the above pages, also includes the Chairman’s Statement
shown earlier in these accounts and was approved and authorised for issue by the Board and
signed on its behalf by:
S. J. Peters
Chief Executive Officer
Unicorn House
Station Close
Potters Bar
Hertfordshire EN6 1TL
20 May 2025
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DIRECTORS’ REPORT
Company number: 00293147
The Directors submit their report together with the audited financial statements of the Company
and of the Group for the year ended 31 December 2024.
Directors' Responsibilities Statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year.
Under that law the directors have elected to prepare the Group financial statements in
accordance with applicable law and UK-adopted international accounting standards and the
Company financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (UK GAAP) including FRS101 “Reduced Disclosure Framework”. Under
company law the Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company and of the Group and
of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent;
•
state whether applicable UK-adopted international accounting standards have been
followed subject to any material departures disclosed and explained in the Group
financial statements; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are 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 enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of
the Company and the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Going concern
The Group’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Chairman’s Statement and Group Strategic
Report. The financial position of the Group, including key financial ratios, is set out in the
Group Strategic Report. In addition, the Directors’ Report includes the Group’s objectives,
policies and processes for managing its capital; the Group Strategic Report includes details of
its financial risk management objectives; and the notes to the accounts provide details of its
financial instruments and hedging activities, and its exposures to credit risk and liquidity risk.
The Directors have prepared three detailed financial forecasts to December 2028 assuming a
significant downward trend in its income base including loss of major tenant, inflation leading
to increasing costs, higher interest rates, worsening bad debts and no major disposals.
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DIRECTORS’ REPORT (continued)
The forecasted worst-case scenario demonstrated the Group is a going concern even if the
business was subjected to a long downward spiral in its business activities. In summary, the
Group’s forecasts show that it has enough financial resources to survive to beyond December
2028.
The Group is strongly capitalised, has high liquidity together with a number of long-term
contracts with its customers many of which have strong covenants. The Group has a diverse
spread of tenants across most industries and owns investment properties based in many
locations across the country.
The Group’s main loans were renewed in March 2024 for a new four year term with the ability
to extend for an additional year (subject to bank approval). The Group always maintains
excellent relations with its lenders. The loan is made jointly by two lenders and has a low level
of gearing which both give the Group’s finance situation more resilience.
The lenders’ covenants as at 31 December 2024 have been reviewed and significant movements
would be required before a covenant was breached such as a 32% decrease in the secured
portfolio valuation (a circa £50 million reduction) or 42% decrease in its actual income cover
being circa £5 million reduction in income. The Group also currently has cash reserves (and
available facility) and other uncharged assets (including circa £11 million of investment
property).
The Directors believe the Group is very well placed to manage its business risks successfully
and have a good expectation that both the Company and the Group have adequate resources to
continue their operations for the foreseeable future. For these reasons, they continue to adopt
the going concern basis in preparing the financial statements.
Principal activities, review of business and future developments
The principal activity of the Group consists of investment and dealing in property and securities.
The review of activities during the year and future developments is contained in the Chairman’s
Statement and Group Strategic Report.
Company’s objectives and management of capital
Our primary objective is to maximise long-term return for our shareholders by stable growth in
net asset value and dividend per share, from a consistent and sustainable rental income stream.
The Company’s principal capital base includes share capital and retained reserves, which is
prudently invested to achieve the above objective and is supplemented with medium to long-
term bank finance.
Results and dividends
The profit for the year after taxation, amounted to £6,687,000 (2023: £4,423,000).
The Directors recommend a payment of a final dividend for the year ended 31 December 2024
of 6p per share, following an interim dividend of 6p per share which was paid on 29 October
2024. The final dividend of 6p per share will be payable on 16 July 2025 to shareholders on
the register at the close of business on 27 June 2025 (Ex dividend on 26 June 2025). The full
ordinary dividend for the year ended 31 December 2024 is anticipated to be 12p per share,
subject to shareholder approval, being the 6p interim per share paid and the recommended final
dividend of 6p per share.
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DIRECTORS’ REPORT (continued)
There was no option of a scrip dividend offered on the dividends paid in 2024 or proposed in
2025.
Directors and their beneficial interests in shares of the Company
The Directors who served during the year and their beneficial interests in the Company’s issued
share capital were:
Ordinary shares of £0.25 each
2024
2023
Andrew Perloff (Chairman)
3,715,860
4,015,860
Bryan Galan (Non-executive)
338,669
338,669
Peter Kellner (Non-executive)
26,000
26,000
Paul Saunders
3,500
3,500
John Perloff
137,500
137,500
Simon Peters
227,929
227,929
A. S. Perloff and his family trusts have beneficial interests in shares owned by Portnard Limited,
a Company under their control, amounting to 8,705,175 (2023 – 8,405,175).
There have been no changes in Directors’ shareholdings since 31 December 2024.
No beneficial interest is attached to any shares registered in the names of Directors in the
Company’s subsidiaries. No right has been granted by the Company to subscribe for shares in
or debentures of the Company.
Directors’ emoluments
Directors’ emoluments of £316,000 (2023 – £300,000) are made up as follows:
Salary
Bonus
Taxable
Pension
Total
Total
Director
/ Fees
Benefit
Contribution
2024
2023
£’000
£’000
£’000
£’000
£’000
£’000
Executive
Andrew Perloff
-
-
17
-
17
5
John Perloff
74
5
9
2
90
82
Simon Peters
118
15
2
23
158
161
Non-executive
Bryan Galan
12
-
-
-
12
13
Peter Kellner
12
-
-
-
12
13
Jonathan Rhodes
15
-
-
-
15
15
Paul Saunders
12
-
-
-
12
11
243
20
28
25
316
300
Pension and other benefits
A. S. Perloff is the sole member and beneficiary of a non-contributory Director’s pension
scheme. The Group ceased contributions in 1997, has not contributed since, and does not
anticipate making further contributions.
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DIRECTORS’ REPORT (continued)
S. J. Peters had pension contributions paid in the year by the Company of £23,000 (2023 -
£11,000) (some by salary sacrifice). J.H. Perloff had pension contributions paid in the year by
the Company of £2,000 (2023 - £2,000).
Durning the year, the directors did not receive any other payments, emoluments, compensation
or cash or non-cash benefits other than that disclosed above (2023 – £nil).
Third party indemnity provision for Directors
Qualifying third party indemnity provision for the benefit of seven directors was in force
during the financial year and as at the date this report was approved.
Capital structure
Details of the issued share capital of the Company are shown in note 22. The Company has
one class of ordinary shares which carries no right to fixed income. Each share carries the right
to one vote at general meetings of the Company. The details of the Group’s treasury policy are
shown in note 26.
Financial risk management
Information regarding the use of financial instruments and the approach to financial risk
management is detailed in the Group Strategic Report.
Donations
During the year the Group made a £25,000 political donation to the Reform Party (2023 -
£20,000). The Group makes donations to charities through advertisements at charity events
and in the diaries of charities, the total of which was £8,400 (2023 - £5,600). The Group is a
Foundation Partner of the preferred charity of the property industry, Land Aid, donating
£10,000 (2023 - £10,000).
Status
Panther Securities P.L.C. is a Company quoted on AIM and is incorporated in England and
Wales.
Events after the reporting date
Details of events after the report date are given in the Chairman’s Statement and note 30 to the
consolidated accounts.
Auditors
In the case of each person who was a Director at the time this report was approved:
-
so far as that Director was aware there was no relevant available information of which
the Company’s auditors is unaware; and
-
that Director had taken all steps that the Director ought to have taken as a Director to
make himself aware of any relevant audit information and to establish that the
Company’s auditors is aware of that information.
This information is given and should be interpreted in accordance with the provisions of s418
of the Companies Act 2006.
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DIRECTORS’ REPORT (continued)
Crowe U.K. LLP will be proposed for reappointment at the Annual General Meeting in 2025.
This report was approved and authorised for issue by the Board and signed on its behalf by:
S. J. Peters
Chief Executive Officer
Unicorn House
Station Close
Potters Bar
Hertfordshire EN6 1TL
20 May 2025
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CORPORATE GOVERNANCE
The Board
The Board currently consists of seven (2023 – seven) directors, of whom four are non-
executives. It meets regularly during each year to review appropriate strategic, operational and
financial matters and otherwise as required. In the year the Board met three times with all
members present. It supervises the executive management and a schedule of items reserved for
the full Board’s approval is in place. The Board has a Chairman and a separate Chief Executive.
The Board considers the four non-executive Directors to be independent and to represent the
interests of shareholders. All the non-executive Directors are of the highest calibre. Each is
independently minded with a breadth of successful business and relevant experience. They are
entitled to the same information as the Executive Directors and are an integral part of the team,
making a most valuable contribution. The non-executive Directors have a sufficient level of
expertise to challenge and hold the executive Directors to account.
Each Board member has responsibility to ensure that the Group’s strategies lead to increased
shareholder value.
Biographical details of Executive Directors:-
Andrew Perloff (Chairman)
He has over 55 years’ experience in the property sector, including over 45 years’ experience of
being a director of a Public Listed Company mainly as Panther’s Chairman and was the CEO
up to 31 December 2021. He has significant experience of corporate activity including ten
contested take-over bids and has also served on the Board of Directors of six other public listed
companies. He is currently a non-executive director of Airsprung Group PLC, was previously
a director New Start 2020 Ltd, Anglia Home Furnishings Ltd and of Beale Ltd.
Simon Peters (Finance Director and CEO)
He is a member of the Chartered Institute of Taxation, a Fellow of the Chartered Certified
Accountants and was formerly with KPMG LLP and the Lombard Bank Finance Department.
He is currently a non-executive director of Airsprung Group PLC, New Start 2020 Ltd, and was
previously a director of Beale Ltd (including when it was fully listed on the LSE) and also
previously a director of Anglia Home Furnishings Ltd. He joined Panther in 2004, was
appointed Finance Director in 2005 and was appointed as CEO from 1 January 2022.
John Perloff (Executive)
Previously with a commercial West End agent specialising in retail acquisitions and disposals,
he joined Panther in 1994. His areas of responsibility include property lettings and acquisitions.
He was appointed Executive Director in 2005.
Biographical details of Non-executive Directors:-
Bryan Galan (Non-executive)
Chairman of the Remuneration Committee. He is a Fellow of the Royal Institution of Chartered
Surveyors. He was formerly joint Managing Director of Amalgamated Investment and Property
Co. Limited and was previously a Non-executive Director of Rugby Estates Investment Trust
Plc.
Peter Kellner (Non-executive)
Chairman of the Audit and Nomination Committees. He is an Associate of the Chartered
Institute of Bankers and of the Institute of Taxation. He was formerly joint General Manager
of the U.K. banking operations of Credit Lyonnais Bank Nederland NV.
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CORPORATE GOVERNANCE (continued)
Jonathan Rhodes (Non-executive)
He has over 35 years of experience in the property sector and is a RICS Registered Valuer. He
is currently a partner and National Head of Valuation at Cluttons LLP, having previously held
similar roles at GL Hearn, DTZ, Donaldsons, Chesterton and Colliers. Joined November 2022.
Paul Saunders (Non-executive)
He has over 40 years of experience at HSBC, predominately in investment and development
within the Real Estate sector. His most recent role within HSBC was as a Director within the
Real Estate Corporate Capital Origination team at HSBC from 2014 until 2022. He is an
Associate of the Chartered Institute of Bankers (ACIB). Joined February 2023.
QCA Corporate Governance Code
The Directors recognise the importance of good corporate governance and have chosen to adopt
and apply the Quoted Companies Alliance’s 2018 Corporate Governance Code (the ‘QCA
Code’). The QCA Code was developed by the Quoted Companies Alliance in consultation with
a number of significant institutional small company investors, as an alternative corporate
governance code applicable to AIM companies. The underlying principle of the QCA Code is
that “the purpose of good corporate governance is to ensure that the company is managed in an
efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer
term”. Details of how the Company addresses the key governance principles defined in the
QCA Code can be found below.
1. Establish a strategy and business model which promote long-term value for
shareholders
Panther’s strategy and business model are set out in the Group Strategic Report. The
strategic objective section of the Group Strategic Report states that the primary objective
of the Group is to maximise long-term returns for our shareholders by stable growth in
net asset value and dividend per share, from a consistent and sustainable rental income
stream. The key challenges to the business and how these are mitigated are also detailed
in the Group Strategic Report.
2. Seek to understand and meet shareholder needs and expectations
The Board strongly encourages good communication with investors. The Company
sends out announcements via post to shareholders who have requested this and all
shareholders can join our mailing list, even if they hold shares in CREST.
The person at the Company with principal responsibility for liaising with shareholders
is: Andrew Perloff, Chairman. Shareholders may also contact the Company in writing
via the following email address: info@pantherplc.com. Inquiries that are received will be
directed to the Chairman if appropriate, who will consider a response. The Company
may exercise discretion as to which shareholder questions shall be responded to, and
the information used to answer questions will be information that is freely available in
the public domain. If deemed necessary, the inquiries will be brought to the Board’s
attention. All shareholders are ordinarily invited to our Annual General Meeting. Board
members are available by phone to discuss the company and there is also shareholders
access, before, during and after Annual General Meetings for discussions, therefore
providing lots of opportunities for shareholders to understand and address any issues.
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CORPORATE GOVERNANCE (continued)
The Board has historically approved a regular dividend for many years, which has to
date not decreased. The Board aims to maintain a sustainable and appropriate level of
dividend cover. Where exceptional years arise, the Board anticipates this will normally
be reflected with special dividends where practicable.
The Board believes the Company’s mode of engaging with shareholders is adequate and
effective.
3. Take into account wider stakeholder and social responsibilities and their
implications for long-term success
The Group is aware of its corporate social responsibilities and recognises the importance
of maintaining effective working relationships across a range of stakeholder groups.
On the basis of the Directors’ knowledge and long experience of the operation of the
Group, the Board recognises that the long-term success of the Group is reliant upon the
efforts of the following key resources and relationships: the Group’s employees, tenants,
lenders, regulatory authorities, local residents and the general public affected by our
activities. The Company actively seeks employees’ feedback on their employment with
the Company. The Company does this on an ongoing basis, but also holds bi-weekly all
party staff meetings where employees are able to provide feedback. The property and
finance departments frequently liaise with tenants, which can include receiving tenant
feedback. The Company’s lenders have teams of account and relationship managers,
which the Company communicates with on a regular basis and provides regular
management updates and is able to receive any feedback from lenders. The Company
is open to feedback from local residents and the general public that may be affected by
our activities and, in particular, this is often part of the planning process.
The Group understands the necessity of balancing the needs of all our stakeholder
groups while maintaining focus on the Board’s primary responsibility to promote the
success of the Group for the benefit of its members as a whole.
The Group ensures compliance with regulatory bodies and legislation through various
procedures and protocols and receives feedback on matters such as planning on a regular
basis. The Group undertakes to resolve any feedback received from stakeholders where
appropriate and where such amendments are consistent with the Group’s longer term
strategy. However, no material changes to the Company’s working processes have been
required over the year to 31 December 2024, or more recently, as a result of stakeholder
feedback received by the Company.
4. Embed effective risk management, considering both opportunities and threats,
throughout the organization
The Board’s discussion on risk management as described in the disclosure above in
respect of Principle One and in the Group Strategic Report, which detail risks to the
business and how these are mitigated. The Groups internal controls are designed to
manage rather than eliminate risk and provide reasonable assurance against fraud,
material misstatement or loss.
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CORPORATE GOVERNANCE (continued)
The Board seeks to ensure that the correct and necessary level of insurance is in place
to cover certain aspects of risks including actions taken against the Directors, as well as
all the properties we own. The insured values and types of cover are carefully reviewed
periodically and this is a requirement of our main loan agreement.
A commentary on how the Company reviews its internal controls can be found in the
disclosure regarding Principle Nine below.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board consist of three Executive Directors and four Non-Executive Directors.
Biographies of the directors can be found above, the Board considers its four non-
executive Directors to be independent. Bryan Galan and Peter Kellner have been
directors of the Company since 1994. Despite the length of service of the independent
non-executive directors, the rest of the Board consider them to continue to be
independent as they are sufficiently removed from the day to day operations of the
Company to retain a critical and independent view. Further commentary in respect of
the Company’s Non-Executive Directors can be found above.
As detailed above, over 2024 the Board met three times with all members present.
Andrew Perloff, Simon Peters and John Perloff work full time. Bryan Galan, Peter
Kellner, Jonathan Rhodes and Paul Saunders currently work on average six days per
year.
All Directors are kept apprised of financial and operational information in a timely
fashion and in advance of any meetings. The Executive Directors regularly attend
meetings to ensure decisions are made and inter-departmental communication is strong
and transparent.
6. Ensure that between them, the directors have the necessary up-to-date
experience, skills and capabilities
The Company has an Executive Chairman being Andrew Perloff, a separate CEO who
is also the Finance Director Executive being Simon Peters. John Perloff is an Executive
Director. Bryan Galan, Peter Kellner and Jonathan Rhodes are Non-Executive
Directors. Biographies of the directors are above.
The Board has a wide and well-rounded level of expertise and experience with a clear
and proven track record. Professionally qualified members of the Board keep up to date
with their Continuing Professional Development, which ensures they are familiar with
changes and current developments in their fields and some members are on other boards
which helps them see best practice elsewhere. The Board Members take particular
interests in keeping appraised on key issues and developments pertaining to the Group.
During the year ended 31 December 2024, neither the Board nor any committee has
sought external advice on a significant matter and no external advisers to the Board or
any of its committees have been engaged. Aside from the directors’ stated roles and the
role of Simon Peters as Company Secretary until 31 December 2024, the Board
members do not have any particular internal advisory responsibilities.
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CORPORATE GOVERNANCE (continued)
7. Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
The individual Board members are appraised by the Chairman and/ or Non-Executives
as appropriate on their performance. This process is informal in nature and is performed
on an ongoing basis, rather than at pre-determined annual junctures. The main criteria
against which individual director effectiveness is considered are: ensuring that the right
actions in the business are being taken and ensuring that directors continue to be
effective. The Company’s director evaluation process has not changed materially
relative to previous years, on the basis that the Board are of the view that the above
processes are appropriate for the Company’s requirements, given the nature of the
Company’s business and levels of experience on the Board. There were no material
findings from the Company’s Board appraisals over the year ended 31 December 2023,
which was the same in the previous year.
All of the Directors are periodically subject to re-election on a rotation basis at the
Annual General Meeting.
The Company does not currently have a periodic appraisal process for the effectiveness
of the Board as a whole nor for the effectiveness of the committees (and this has not
changed over previous years).
The Board considers succession planning and the need for further board or senior
management appointments. The Board believes that there is no need for changes to the
current board, management and committee structures and membership in order to meet
the needs of the Company’s current and medium-term requirements. Regarding longer
term succession planning, the Board currently comprises a good spread of ages which
provides a natural succession buffer. This includes the recent appointments of Jonathan
Rhodes and Paul Saunders.
8. Promote a corporate culture that is based on ethical values and behaviors
The Board promotes a corporate culture of professional behaviour, integrity,
professional competence and due care, objectivity and confidentiality. These values are
promoted from the top down and embedded in our working practices and company
policies. As noted in the disclosure above in respect of Principle Three, the Company
holds bi-weekly all party staff meetings where employees are able provide feedback,
which allows the Board and management to have insights into the Company’s culture.
When new employees join the Company, they are provided a staff handbook and are
required to become familiarised with the Company’s working practices and company
policies. The Board and management are prepared to take appropriate action against
unethical behaviour, violation of company policies or misconduct.
9. Maintain governance structures and processes that are fit for purpose and
support good decision-making by the Board
The Board is satisfied with the Company’s corporate governance, given the Company’s
size and the nature of its operations, and as such there are no specific plans for any
material changes to the Company’s corporate governance arrangements in the shorter
term.
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CORPORATE GOVERNANCE (continued)
Andrew Perloff is Executive Chairman of the Company. In his role as Chairman, he
has overall responsibility for corporate governance matters in the Company, leadership
of the board and ensuring its effectiveness on all aspects of its role. Mr Perloff is one of
the original co-founders of the Panther Securities property investment business and has
been a significant driving force underlying the Group’s development. On this basis, the
Board considers that it remains in the best interests of the Group to maintain Mr
Perloff’s position as an Executive Chairman, notwithstanding that this is contrary to
recommended best practice in the QCA Code that a Chairman should have adequate
separation from the day-to-day business. Simon Peters is Chief Executive Office, in this
role he leads the Company’s staff and is responsible for implementing those actions
required to deliver on the agreed strategy. Andrew Perloff and his family trusts are the
beneficiaries of the majority of the Company’s ordinary shares. Andrew Perloff is one
of the original co-founders of the Panther Securities property investment business and
has been a significant driving force underlying the Group’s development. For many
years, the Board did consider that it was in the best interest of the Group to maintain
Andrew Perloff’s positions as both Chairman and Chief Executive Officer,
notwithstanding that this is contrary to recommended best practice in the QCA Code.
However since 1 January 2022 these roles are now split with Simon Peters being the
Chief Executive officer.
The Executive Directors have a responsibility for the operational management of the
Group’s activities. The Non-executive Directors provide independent and objective
insight and judgement to Board decisions. The Board has overall responsibility for
promoting the success of the Group.
The Board has established an Audit Committee and a Remuneration Committee
comprised only of our Non-Executive Directors to provide a level of independence and
objectivity.
Audit Committee
The Audit Committee consists solely of the four non-executive Directors and it is
chaired by Peter Kellner. Its terms of reference are that it meets at least twice a year to
review the Group’s accounting policies, financial and other reporting procedures, with
the external auditors in attendance when appropriate. Over the year to 31 December
2024 the committee met two times with all members present. The internal controls are
reviewed annually ensuring their effectiveness and any specific issues are dealt with if
and when they arise. When the Board reviews internal controls they consider the
effectiveness of controls, concentrating on all material controls, including operational
and compliance controls, and risk management systems.
Remuneration Committee
The Remuneration Committee consists solely of the four non-executive Directors, with
Bryan Galan as the Chairman. Its terms of reference are that it reviews the terms and
conditions of service of the Chairman and Executive Directors, ensuring that salaries
and benefits satisfy performance and other criteria. When setting remuneration the
Committee consults with the Chairman of the Board and no external third parties are
consulted. In the year to 31 December 2024 the Committee did not meet.
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CORPORATE GOVERNANCE (continued)
Remuneration policy
Company policy is to reward fairly the Executive Directors sufficiently to retain and
motivate these key individuals. In determining remuneration, consideration is given to
their role, their performance, reward levels throughout the organisation, as well as the
external employment market. The Remuneration Committee considers that currently
the Executive Directors’ remuneration is below market comparables, however some
directors are incentivised by their personal holdings in the Company. The only element
of remuneration that reflects specific performance is the bonuses, however this is
adjusted to reflect market conditions and company results.
The Company does not have a Nomination Committee, as the need for appointments
and decisions regarding appointments are considered by the Board as a whole.
The key matters reserved for the Board are the following:
• Strategy
• Structure and capital
• Financial reporting and controls
• Internal controls
• Significant investments
• Board membership and other appointments
• Delegation of authority
• Corporate governance
• Approval of company policies
• Other matters, such key adviser appointments and insurance
10. Communicate how the Group is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
The Company provides extensive information about the Group’s activities in the Annual
Report and Financial Statements and the Interim Report, copies of which are sent to
shareholders. Additional copies are available by application. The Group is active in
communicating with both its institutional and private shareholders and welcomes
queries on matters relating to shareholdings and the business of the Group. All
shareholders are ordinarily encouraged to attend the Annual General Meeting, at which
Directors and senior management are introduced and are available for questions. The
Company provides a website with up to date information, including announcements and
company accounts.
The Board recognises the importance of communication with the Group’s shareholders
and various stakeholders. The Group updates its website regularly with any
announcements and always welcomes shareholders’ queries which are welcomed by all
members of the Board whenever they arise.
The Annual General Meeting also provides an important opportunity to meet
shareholders. The Board has hot drinks before and after the Annual General Meeting
where dialogue is encouraged.
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CORPORATE GOVERNANCE (continued)
The detailed results of voting on all resolutions in future general meetings will not be
posted to the Group’s website or announced, as the Board feels that these results have
in recent years been unambiguous and generally unanimous.
Where a significant proportion of votes (e.g. 20% of independent votes) have been cast
against a resolution at any general meeting, the Board will post this on the Group’s
website and will include, on a timely basis, an explanation of what actions it intends to
take to understand the reasons behind that vote result, and, where appropriate, any
different action it has taken, or will take, as a result of the vote.
The Group’s financial reports for the last five years can be found online:
http://www.pantherplc.com/financial/reports-and-accounts/
Notices of Annual General Meetings of the Company for the last five years are included
at the end of each of the annual report and financial statements. Within the last five
years, other than its Annual General Meetings, the Company has not held any other
General Meetings of Shareholders.
Certain details regarding the Company’s Audit Committee and Remuneration
Committee and their work over the year to 31 December 2024 can be found in the
disclosure above in respect of Principle Nine. The Company’s Audit Committee and
Remuneration Committee do not produce public reports on their work over the year,
although their work and key findings are communicated to the Board. Details of the
Company’s remuneration policy can be found in the disclosure above in respect of
Principle Nine and details of the Directors’ remuneration can be found above in the
Directors’ Report.
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INDEPENDENT AUDITORS’ REPORT
INDEPENDENT AUDITOR’S REPORT TO THE MEMEBERS OF PANTHER
SECURITIES PLC
Opinion
We have audited the financial statements of Panther Securities Plc (the “Parent Company”)
and its subsidiaries (the “Group”) for the year ended 31 December 2024, which comprise:
the Consolidated income statement for the year ended 31 December 2024;
the Consolidated statement of comprehensive income for the year ended 31 December
2024;
the Consolidated and Parent Company statements of financial position as at 31
December 2024;
the Consolidated and Parent Company statements of changes in equity for the year
then ended;
the Consolidated statement of cash flows for the year then ended; and
the notes to the financial statements, including material accounting policies.
The financial reporting framework that has been applied in the preparation of the financial
statements is applicable law and UK-adopted international accounting standards. The
financial reporting framework that has been applied in the preparation of the Parent Company
financial statements is applicable law and United Kingdom Accounting Standards, including
FRS101 ‘Reduced Disclosure Framework’ (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 December 2024 and of the Group’s profit for the
year then ended;
the Group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards;
the Parent Company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice; and
the financial statements been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the financial statements section of our report. We
are independent of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, 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.
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INDEPENDENT AUDITORS’ REPORT (continued)
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. Our
evaluation of the directors’ assessment of the Group’s and Parent Company’s ability to
continue to adopt the going concern basis of accounting included the following:
Obtained directors’ going concern assessment challenging, where appropriate, the
assumptions used;
Tested mathematical accuracy of the financial forecasts models used by management
in their assessment.
Considered the reasonableness of those models, including comparison to actual results
achieved in the current year and post year end and the evaluation of downside
sensitivities; and
Discussed with management and evaluated their assessment of the group and the
company’s liquidity requirement and assessed the compliance with covenants over the
assessment period.
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.
Overview of our audit approach
We audit the parent company and its subsidiary companies. Our audit approach was
developed by obtaining an understanding of the group’s activities, the key functions
undertaken on behalf of the Board by management and the overall control environment.
Based on this understanding we assessed those aspects of the group and subsidiary companies
transactions and balances which were most likely to give rise to a material misstatement and
were most susceptible to irregularities including fraud or error. Specifically, we identified
what we considered to be key audit matters and planned our audit approach accordingly.
Materiality
In planning and performing our audit we applied the concept of materiality. An item is
considered material if it could reasonably be expected to change the economic decisions of a
user of the financial statements. We used the concept of materiality to both focus our testing
and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group
financial statements as a whole to be £2,000,000 (2023: £2,000,000), based on 1.0% of the
group’s total assets. Materiality for the Parent Company financial statements as a whole was
set at £500,000 (2023: £450,000) based on 1.9% of the parent company’s total assets
excluding amounts owed by Group undertakings.
We use a different level of materiality (‘performance materiality’) to determine the extent of
our testing for the audit of the financial statements. Performance materiality is set based on
the audit materiality as adjusted for the judgements made as to the entity risk and our
evaluation of the specific risk of each audit area having regard to the internal control
environment. This is set at £1,400,000 (2023: £1,400,000) for the group and £350,000 (2023:
£315,000) for the parent.
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INDEPENDENT AUDITORS’ REPORT (continued)
Where considered appropriate performance materiality may be reduced to a lower level, such
as, for related party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £60,000
(2023: £60,000). Errors below that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
We audit the parent company and its subsidiary companies. Our audit approach was
developed by obtaining an understanding of the group’s activities, the key functions
undertaken on behalf of the Board by management and the overall control environment.
Based on this understanding we assessed those aspects of the group and subsidiary companies
transactions and balances which were most likely to give rise to a material misstatement and
were most susceptible to irregularities including fraud or error. Specifically, we identified
what we considered to be key audit matters and planned our audit approach accordingly.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
This is not a complete list of all risks identified by our audit.
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Key audit matter
How the scope of our audit addressed the key audit
matter
Carrying value of investment properties (group)
The valuation of investment property requires significant
judgement and estimates by management.
The valuation of the group’s property portfolio is
inherently subjective to, among other factors, the
individual nature of each property, its location and the
expected future rentals, yield data and comparable
market transactions.
As a consequence, there is an inherent risk that the
carrying value could be subject to material estimation
bias. (Note 15)
We gained an understanding of the nature of the
assets in the portfolio and ensured classification and
designation are appropriate and in line with our
expectations.
We reviewed the stated accounting policy ensuring
it is appropriate to the designation and has been
applied consistently.
We evaluated the capability, suitability and
competence of the group’s internal and external
valuers, giving specific focus to their qualification
and experience.
We reviewed management’s assessment of the
carrying value of the investment properties which
was derived from valuation reports prepared by
internal and external surveyors.
We carried out procedures, on a sample basis, to
satisfy ourselves of the accuracy of the property
information supplied by management as these form
the basis of the valuation reports.
We compared the output from directors to the levels
of rents achieved and where possible, publicly
available benchmark data such as yields.
We engaged our own independent property
valuation expert to assist with the assessment of
key assumptions within in the directors valuations in
accordance with ISA (UK) 620 to challenge
assessment of the carrying value of investment
properties.
We spoke directly with the management to confirm
the basis on which they had prepared the valuation
and how they had arrived at their key inputs, and
specifically the property specific yields.
We considered the adequacy of disclosures around
the sensitivity of the carrying value to changes in
reasonable alternative assumptions.
Carrying value of derivative financial
instruments (group and parent company)
From the accounting policies, the fair value is
estimated using the year end yield curve to extract
the markets estimate of future pricing for interest
rates. An in-house valuation is considered
alongside valuations obtained from HSBC and
Santander (both counterparties to one agreement)
but also providing a value for the agreement they are
not party too. An average of the three values (in-
house and both banks) for each instrument is taken
as the most appropriate value by management.
Derivative financial instruments are complex and
require specific knowledge and skills to carry out a
valuation resulting in an increase in inherent risk.
(Note 26)
We gained an understanding of the group’s
valuation methodology in determining the fair value
of the derivative financial instruments and its
compliance with the relevant accounting standards.
We also assessed management approach on the
credit risk on the derivative financial instruments
and the appropriateness of the discounts applied.
We computed an independent estimate of the fair
value of the derivative financial instruments and
compared to management’s valuation as well as the
two bank valuations.
We considered the adequacy of disclosures around
the derivative financial instruments including the
disclosure of the range of the possible fair values,
as well as the disclosures around financial risk
management.
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Revenue recognition (group)
Revenue for the group consists primarily of rental
income. Rental income is based on tenancy
agreements where there is a standard process in
place for recording revenue. Due to the number of
tenancies on different terms, coupled with the
practice occasionally offering tenant incentives on
the grant of a new lease there an increased inherent
risk of error. (Note 4)
We re-performed the rental reconciliations and
selected a sample of tenancy agreements per
property to validate the inputs into that
reconciliation.
We also performed comparative analytical
procedures based on our knowledge of the tenancy
and forming an expectation of rental income for
each property and investigated any large or unusual
variances.
Where tenancy incentives were given on the
granting of a new lease we reviewed the rent-free
period to agree it is accounted for in accordance
with accounting standards.
We reviewed the accounting treatment and journals
posted in regards to deferred rental income
recorded on the group’s statement of financial
position by agreeing to supporting documentation.
Carrying value of investment in subsidiaries and
amounts owed by group undertakings (parent
company)
The parent company has equity investments in the
subsidiaries and accounts for these investments at
costs less impairment.
The determination of the recoverable value for
impairment assessment is underpinned by the
valuation of investment properties held in each
subsidiary. As mention in the section above on
carrying value of investment properties, there is an
inherent risk that the carrying value could be subject
to material estimation bias. (Note 16)
We obtained an understanding of management’s
impairment process and critically appraised the
assumptions used by management.
We compared the carrying value of investment in
subsidiaries and amounts owed by group undertakings to
the net assets of each subsidiary which is underpinned by
valuation of the investment properties held as well as
profitability of the corresponding entity.
Our audit procedures in relation to these matters were designed in the context of our audit
opinion as a whole. They were not designed to enable us to express an opinion on these
matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. The
other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether 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.
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INDEPENDENT AUDITORS’ REPORT (continued)
Opinion on other matter 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 directors’ report and strategic report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In 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.
We have nothing to report in respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting
records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 19, the
directors are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and Parent Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Parent Company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
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:
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INDEPENDENT AUDITORS’ REPORT (continued)
We obtained an understanding of the legal and regulatory frameworks within which the
company operates, focusing on those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements. The laws and
regulations we considered in this context were the Companies Act 2006 and taxation
legislation.
We identified the greatest risk of material impact on the financial statements from
irregularities, including fraud, to be the override of controls by management, inappropriate
revenue recognition, judgement surrounding the investment property valuations and trade
receivable recoverability. Our audit procedures to respond to these risks included enquiries of
management about their own identification and assessment of the risks of irregularities,
sample testing on the posting of journals, reviewing accounting estimates for biases
corroborating balances recognised to supporting documentation on a sample basis and
ensuring accounting policies are appropriate under the relevant accounting standards and
applicable law.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not
have detected some material misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with auditing standards. We are not
responsible for preventing non-compliance and cannot be expected to detect non-compliance
with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting
from fraud as this may involve sophisticated schemes designed to avoid detection, including
deliberate failure to record transactions, collusion or the provision of intentional
misrepresentations.
A further description of our responsibilities is available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
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.
Matthew Stallabrass (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW
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20 May 2025 | 14:28 BST
44
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2024
Notes
31 December
2024
31 December
2023
£’000
£’000
Revenue
5
15,047
14,457
Cost of sales
5
(6,704)
(6,630)
Gross profit
8,343
7,827
Other income
5
794
1,043
Administrative expenses
(1,659)
(1,843)
Bad debt expense
20
(526)
(680)
Operating profit
6
6,952
6,347
Profit on disposal of investment properties
1,296
305
Movement in fair value of investment properties
15
1,300
5,534
9,548
12,186
Finance costs – interest
10
(5,722)
(5,586)
Finance income – swap interest
10
1,422
757
Investment income
9
158
108
Loss on the disposal of investments
-
(4)
Fair value gain/(loss) on derivative financial liabilities
26
3,265
(1,962)
Profit before income tax
8,671
5,499
Income tax expense
11
(1,984)
(1,076)
Profit for the year
6,687
4,423
Continuing operations attributable to:
Equity holders of the parent
6,687
4,423
Profit for the year
6,687
4,423
Earnings per share
Basic and diluted – continuing operations
13
38.4p
25.3p
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Notes
31 December
2024
31 December
2023
£’000
£’000
Profit for the year
6,687
4,423
Items that will not be reclassified subsequently to profit
or loss
Movement in fair value of investments taken to equity
17
18
19
Deferred tax relating to movement in fair value of
investments taken to equity
24
(4)
(5)
Realised fair value on disposal of investments previously
taken to equity
17
-
43
Realised deferred tax relating to disposal of investments
previously taken to equity
24
-
(10)
Other comprehensive income for the year, net of tax
14
47
Total comprehensive income for the year
6,701
4,470
Attributable to:
Equity holders of the parent
6,701
4,470
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Company number 00293147
As at 31 December 2024
Notes 31 December
2024
31 December
2023
ASSETS
£’000
£’000
Non-current assets
Plant and equipment
14
47
42
Investment properties
15
182,204
185,169
Derivative financial asset
26
4,945
2,505
Right of use asset
179
221
Investments
17
201
165
187,576
188,102
Current assets
Stock properties
18
101
350
Investments
-
26
Derivative financial asset
26
825
-
Trade and other receivables
20
4,630
3,250
Cash and cash equivalents (restricted)
21
2,604
954
Cash and cash equivalents
21
5,038
4,198
13,198
8,778
Total assets
200,774
196,880
EQUITY AND LIABILITIES
Capital and reserves
Share capital
22
4,437
4,437
Share premium account
5,491
5,491
Treasury shares
(1,088)
(772)
Capital redemption reserve
572
572
Retained earnings
106,748
102,144
Total equity
116,160
111,872
Non-current liabilities
Borrowings
23
61,401
-
Deferred tax liabilities
24
5,232
4,225
Leases
28
8,190
8,113
74,823
12,338
Current liabilities
Trade and other payables
25
9,341
8,528
Borrowings
23
-
64,101
Current tax payable
450
41
9,791
72,670
Total liabilities
84,614
85,008
Total equity and liabilities
200,774
196,880
The accounts were approved by the Board of Directors and authorised for issue on 20 May
2025. They were signed on its behalf by:
A.S. Perloff, Chairman
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
Share
Treasury
Capital
Retained
Total
capital
premium
shares
redemption
earnings
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January
2023
4,437
5,491
(772)
604
101,467
111,227
Total comprehensive
income
-
-
-
-
4,470
4,470
Dividends
-
-
-
-
(3,844)
(3,844)
Consolidation
adjustments
-
-
-
(32)
51
19
Balance at 1 January
2024
4,437
5,491
(772)
572
102,144
111,872
Total comprehensive
income
-
-
-
-
6,701
6,701
Dividends
-
-
-
-
(2,093)
(2,093)
Treasury shares
purchased
-
-
(316)
-
-
(316)
Consolidation
adjustments
-
-
-
-
(4)
(4)
Balance at 31
December 2024
4,437
5,491
(1,088)
572
106,748
116,160
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CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2024
31 December
2024
31 December
2023
£’000
£’000
Cash flows from operating activities
Operating profit
6,952
6,347
Add: Depreciation
27
22
Add: Finance lease depreciation
514
-
Add: Loss on current assets investments
9
-
Rent paid treated as interest
(657)
(680)
Profit before working capital change
6,845
5,689
Decrease in assets held for resale
-
191
Decease in stock properties
249
-
Increase in receivables
(397)
(72)
Increase in payables
838
690
Cash generated from operations
7,535
6,498
Interest paid
(3,366)
(3,856)
Income tax paid
(572)
(361)
Net cash generated from operating activities
3,597
2,281
Cash flows from investing activities
Purchase of investment properties
(308)
(3,449)
Purchase of investments**
-
(256)
Purchase of plant and equipment
(32)
-
Proceeds from sale of investment property
4,483
950
Proceeds from sale of investments**
-
404
Dividend income received
5
14
Interest income received
153
94
Net cash generated from/(used in) investing activities
4,301
(2,243)
Cash flows from financing activities
Draw down of loan
1,375
5,000
Repayments of loans
(3,455)
-
Loan amortisation repayments
(125)
(500)
Purchase of own shares
(316)
-
Loan arrangement fees and associated set up costs
(794)
-
Dividends paid
(2,093)
(3,844)
Net cash (used)/generated from financing activities
(5,408)
656
Net increase in cash and cash equivalents
2,490
694
Cash and cash equivalents at the beginning of year*
5,152
4,458
Cash and cash equivalents at the end of year*
7,642
5,152
* Of this balance £2,604,000 (2023: £954,000) is restricted by the Group’s lenders i.e. it can only be used for purchase of
investment property.
** Shares in listed and/or unlisted companies.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2024
1. General information
Panther Securities P.L.C. (the “Company”) is a Public Limited Company limited by shares and
incorporated in England and Wales. The addresses of its Registered Office and principal place
of business are disclosed in the introduction to the Annual Report and Financial Statements.
The principal activities of the Company and its subsidiaries (the Group) are described in the
Director’s Report.
2. New and revised International Financial Reporting Standards
New and amended Standards which became effective in the year
No new standards that are mandatory for the first time for the financial year commencing 1
January 2024 affected any of the amounts recognised in the current year or any prior year and
is not likely to affect future periods. There is however an amendment to standards commencing
1 January 2024 contained in paragraph 76ZA of the amendments to IAS 1 Presentation in
Financial Statements which requires entities with non-current loan arrangements to disclose
information about bank covenants and any circumstances of difficulty in meeting those
covenants if relevant. This disclosure appears in note 24. Bank loans.
Standards, interpretations and amendments to published standards that are not yet
effective
Amendments to IFRS which will apply in future periods
There are no standards that are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future
transactions.
The Parent Company and subsidiaries have not adopted IFRS in their individual accounts.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
3. Critical accounting judgements and key sources of estimation uncertainty
Sources of judgement and estimation uncertainty in respect of the valuation of derivative
financial instruments (see note 26) and investment properties (see note 15) are noted in their
accounting policies and respective notes. In preparing the financial statements the directors
have made a key judgement of whether or not to disclose a material uncertainty in respect of
going concern and have concluded that no such uncertainty exists. Full details on this judgement
are included in note 4.
4. Significant accounting policies
The consolidated financial statements have been prepared in accordance with UK-adopted
international accounting standards. The financial statements have been prepared on the
historical cost basis, except for the revaluation of investment properties, derivative financial
instruments and investments which are carried at fair value.
The preparation of the financial statements requires management to make estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the disclosure of contingent liabilities at the date of the financial statements. If in the future
such estimates and assumptions which are based on management’s best judgement at the date
of the financial statements, deviate from the actual circumstances, the original estimates and
assumptions will be modified as appropriate in the year in which the circumstances change.
The principal accounting policies are set out below.
Going Concern
The Directors have prepared three detailed financial forecasts to December 2028 assuming a
significant downward trend in its income base including loss of a major tenant, inflation leading
to increasing costs, higher interest rates, worsening bad debts and no major disposals. The
forecasted worst-case scenario demonstrated the Group is a going concern even if the business
was subjected to a long downward spiral in its business activities. In summary, the Group’s
forecasts show that it has enough financial resources to survive to beyond December 2028.
The Group is strongly capitalised, has high liquidity together with a number of long-term
contracts with its customers many of which have strong covenants. The Group has a diverse
spread of tenants across most industries and owns investment properties based in many
locations across the country.
The Group’s main loans were renewed in March 2024 for a new four year term with the ability
to extend for an additional year (subject to bank approval). The Group always maintains
excellent relations with its lenders. The loan is made jointly by two lenders and has a low level
of gearing which both give the Group’s financial position more resilience.
The lenders’ covenants as at 31 December 2024 have been reviewed and significant movements
would be required before a covenant was breached such as a 32% decrease in the secured
portfolio valuation (a circa £50 million reduction) or 42% decrease in its actual income cover
being circa £5 million reduction in income. The Group also currently has cash reserves (and
available funds under its loan facility) and other uncharged assets (including circa £11 million
of investment property).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
4. Significant accounting policies continued
The Directors believe the Group is very well placed to manage its business risks successfully
and have a good expectation that both the Company and the Group have adequate resources to
continue their operations for the foreseeable future. For these reasons, they continue to adopt
the going concern basis in preparing the financial statements.
More details are provided in the Directors Report within the Going Concern titled section.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries). Control is achieved where the Company
has the power to govern the financial and operating policies of an entity so as to obtain benefits
from its activities.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the
acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets
given, liabilities incurred or assumed, consideration payable including equity instruments
issued by the Group in exchange for control of the acquiree, plus any costs directly attributable
to the business combination. The acquiree’s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition are recognised at their fair values at the
acquisition date.
Investment properties
Investment properties, which are properties held to earn rentals and/or capital appreciation, are
revalued annually using the fair value model of accounting for investment property at the
Statement of Financial Position date. When revaluing properties judgements are made based on
the covenant strength of tenants, remainder of lease term of tenancy, location and other
developments which have taken place in the form of open market lettings, rent reviews, lease
renewals and planning consents. Gains or losses arising from changes in the fair value of
investment property are included in the Income Statement in the period in which they arise.
The purchase of investment property is recognised on the date that exchange of contract become
unconditional. Investment property disposals are recognised on the date that exchange of
contracts become unconditional and there is a reasonable expectation that completion will
occur. At this point the investment property is derecognised and any difference between
consideration received and carrying value is recognised in the Income Statement.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
4. Significant accounting policies continued
Transfers between investment property and stock properties
Transfers from stock properties to investment property are made at fair value; any difference
between the fair value of the property at the date of transfer and its carrying amount is
recognised in the Income Statement. For a transfer from investment property carried at fair
value to inventories, the property's deemed cost for subsequent accounting in accordance with
IAS 2 (‘Inventories’) is its fair value at the date of change in use.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax
currently payable is based on taxable profit or loss for the period. Taxable profit or loss differs
from profit or loss as reported in the Income Statement 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 Statement of Financial Position date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the Statement of Financial Position liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments
in subsidiaries and associates, and interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position
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 have been substantively enacted on or before the Statement of Financial Position date.
Deferred tax is charged or credited to the Income Statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also dealt within equity.
Current tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied by
the same taxation authority and the Group intends to settle its current assets and liabilities on a
net basis. Corporation tax for the period is charged at 25% (2023 – 23.50%).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
4. Significant accounting policies continued
Revenue recognition
IFRS 15 Revenue from Contracts is applicable to management fees and other income but
excludes rent receivable. The majority of the Group's income is from tenant leases and is outside
the scope of the standard.
Revenue comprises:
Rental income from tenancy occupied properties net of Value Added Tax where
appropriate: Rental income is recognised in the Income Statement on a straight-line
basis over the total lease period. The total expected rent payable over a lease, which
takes account of lease incentives, is amortised on a straight-line basis over the term of
the lease. Lease incentives are recognised as an integral part of the net consideration
for the use of the property.
Sale of stock properties: This is recognised on completion.
Other income comprises:
Property management fees on service charge managed properties net of Value Added
Tax where appropriate. Income is recognised on an accruals basis when the
performance obligations have been met.
Surrender premiums received on the early termination of tenant leases. Income is
recognised on the date of surrender of the lease.
Option premium and extension fees are recognised when the performance obligations
are met and their signed contracts.
Dilapidation fees received but not expensed against repair costs. Income is recognised
when the dilapidation fee has been contractually agreed with the tenant.
Insurance fees not utilised are recognised when we are sure they are not going to be
utilised.
The fair value of consideration received or receivable on the above services is recognised when
the above revenue can be reliably measured. Revenue from services is recognised evenly over
the period in which the services are provided.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s Statement of Financial
Position when the Group becomes party to the contractual provisions of the instrument.
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54
4. Significant accounting policies continued
Trade receivables
Trade receivables are initially recognised at the transaction price in accordance with IFRS 15.
IFRS 9 requires the Group to make an assessment of Expected Credit Losses ('ECLs') on its
debtors based on tenant payment history and the Directors' assessment of the future credit risk
relating to its trade receivables at reporting dates.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are classified according to the
substance of the contractual arrangements entered into and the definitions of a financial liability
and an equity instrument. An equity instrument is any contract that evidences a residual interest
in the assets of the Group after deducting all of its liabilities. The accounting policies adopted
for specific financial liabilities and equity instruments are set out below.
Trade payables
Trade payables are initially measured at fair value and are subsequently measured at amortised
cost, using the effective interest rate method.
Bank borrowings
Interest bearing bank loans and overdrafts are initially measured at fair value less any
transaction fees such as loan arrangement fees, and are subsequently measured at amortised
cost, using the effective interest rate method. Any difference between the proceeds and the
settlement or redemption of borrowings is recognised over the term of the borrowings. Where
new bank financing is obtained on substantially different terms to the existing financing the
original financial liability is derecognised and a new financial liability recognised.
Derivative financial instruments
Certain financial instruments are entered into by the Group to hedge against interest rate
fluctuations. These include interest rate swaps, options, collar and caps. Gains and losses on
revaluation exclude interest expense on derivatives. The Group does not hold or issue
derivatives for trading purposes. Such derivative financial instruments are initially recognised
at fair value on the date at which a derivative contract is entered into and are subsequently
remeasured at fair value at each reporting date.
The Directors estimate the fair value annually for these financial instruments using the year end
yield curve to extract the markets estimate of future pricing for interest rates. An in-house
valuation is considered alongside valuations obtained from HSBC and Santander (both
counterparties to one agreement) but also providing a value for the agreement they are not party
too. An average of the three values (in-house and both banks) for each instrument is taken as
the most appropriate value. This is an estimation and as such there is uncertainty to the fair
value shown within the accounts – as demonstrated as the three values range from £5.26 million
to £6.04 million.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
4. Significant accounting policies continued
For derivatives that do not qualify for hedge accounting, any gains or losses arising from
changes in fair value are taken directly to the Income Statement for the year. None of the
Group’s derivative financial instruments qualify for hedge accounting.
Swap variation costs to alter a swap instruments are recognised as finance expense in the year.
Investments
Under IFRS 9, the Group has made an irrevocable election at initial recognition for particular
investments in equity instruments that would otherwise be measured at fair value through profit
or loss to present subsequent changes through other comprehensive income, and classified in
the Statement of Financial Position as investments. Fair values of these investments are based
on quoted market prices where available. Investments in unquoted equity securities is
considered and also measured at fair value. Movements in fair value are taken directly to equity.
When these investments are considered impaired in accordance with the requirements of IFRS
9, the impairment losses are recognised in the Income Statement. The investments represent
investments in listed and unquoted equity securities that offer the Group the opportunity for
return through dividend income and fair value gains. They have no fixed maturity or coupon
rate. Those shares that are expected to be held for the long term are shown as non-current assets
and those that are held for short term are shown as current assets.
Current asset investments are held for short term trading and are carried at fair value with
movements in fair value recognised in the Income Statement.
Impairment of investments (non-current assets)
At each Statement of Financial Position date a provision for impairment is established based
on expected credit losses. If the asset is judged to be impaired the loss is recognised in the
Income Statement.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event,
and it is probable that the Group will be required to settle that obligation. Provisions are
measured at the Directors’ best estimate of the expenditure required to settle the obligation at
the Statement of Financial Position date, and are discounted to present value where the effect
is material.
Stock properties
Properties that are purchased for future sale are classified as stock properties. Stock properties
are valued at the lower of cost and net realisable value. Cost comprises the cost of the property
and those overheads that have been incurred in bringing the stock properties to their present
condition. Net realisable value represents the estimated selling price less all estimated costs to
be incurred in marketing, selling and distribution.
Share capital
Share capital represents the nominal value of shares issued by the Company.
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56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
4. Significant accounting policies continued
Share premium
Share premium represents amounts received in excess of nominal value on the issue of share
capital.
Treasury shares
Treasury shares represents the cumulative amounts paid to re-purchase shares in the company.
Capital redemption reserve
The capital redemption reserve arises on the purchase of the Company’s own shares for
cancellation.
Retained earnings
Retained earnings represent the accumulated comprehensive income and losses of the Group
less dividends paid.
Dividends
Dividends are recognised based on the value per share declared. Interim dividends are
recognised when declared and final dividends are recognised at the point of shareholder
approval. Where scrip dividends are issued, the value of such shares, measured as the amount
of the cash dividend alternative, is credited to share capital and share premium. The net
movement in equity represents the cash paid on the dividend.
Leases
Under IFRS 16 a right of use asset and a lease liability has been recognised for all leases except
leases of low value assets, which are considered to be those with a fair value below £10,000,
and those with a duration of 12 months or less. The right-of-use asset has been measured at
cost, which is made up of the initial measurement of the lease liability, any initial direct costs
incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of
the lease, and any lease payments made in advance of the lease commencement date.
The Group depreciates the right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of the right-of-use asset or the
end of the lease term. Where impairment indicators exist, the right of use asset will be assessed
for impairment.
The lease liabilities are measured at the present value of the lease payments due to the lessor
over the lease term, discounted using the interest rate implicit in the lease if that rate is readily
available or the Group’s incremental borrowing rate.
After initial measurement, any payments made will reduce the liability and the interest accrued
will increase it. Any reassessment or modification will lead to a remeasurement of the liability.
In such case, the corresponding adjustment will be reflected in the right-of-use asset, or profit
and loss if the right-of-use asset is already reduced to zero.
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57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
4. Significant accounting policies continued
On the Statement of Financial Position, right-of-use assets have been capitalised and included
as a separate item.
The Group as lessor
Rental income from operating leases is recognised on a straight line basis over the term of the
relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are
added to the carrying amount of the leased asset and recognised on a straight line basis over the
lease term. The sub-lease for the office premises has not been recognised on the grounds of
materiality.
5. Revenue, cost of sales and other income
The Group’s only operating segment is investment and dealing in property and securities. All
revenue, cost of sales and profit or loss before taxation is generated in the United Kingdom.
The Group is not reliant on any key customers.
In 2024 Revenue included £390,000 from the disposal of a Stock Property (2023 - £nil).
Other income
2024
2023
£’000
£’000
Surrender/variation premiums
649
480
Service charge management fees
120
106
Dilapidations and other
25
457
794
1,043
6. Operating profit
2024
2023
The operating profit for the year is stated after
charging:
£’000
£’000
Fees payable to the Group’s auditor for the audit of
both the parent company and the Group’s annual
report and accounts (and its subsidiaries):
109
99
Fees paid to the Group’s auditor for other services:
Other services provided
2
2
3
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
7. Staff costs
2024
2023
£’000
£’000
Staff costs, including Directors’ remuneration, were
as follows:
Wages and salaries
878
853
Social security costs
95
91
Pension contributions
22
24
995
968
The average monthly number of employees,
including Directors, during the year was as follows:
2024
Number
2023
Number
Directors
7
7
Other employees
13
13
20
20
8. Directors’ remuneration
2024
2023
£’000
£’000
Emoluments for services as Directors
316
300
There are no Directors with retirement benefits accruing under money purchase pension
schemes in respect of qualifying services. Please refer to the Directors’ Report for information
on the highest paid Director and in respect of individual Directors’ emoluments. Key
management are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group. In the opinion of the Board, the Group’s key
management comprises the Executive and Non-Executive Directors of Panther Securities PLC.
Information regarding their emoluments is set out above.
The following disclosures are in respect of employee benefits payable to the Directors of
Panther Securities PLC across the Group and are thus stated in accordance with IFRS:
2024
2023
£’000
£’000
Emoluments for services as directors
316
300
Employers’ NIC
40
40
Short term employee benefits (salaries and benefits)
356
340
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
9. Investment income
2024
2023
£’000
£’000
Interest on bank deposits and other
153
94
Dividends from equity investments
5
14
158
108
10. Finance costs
2024
2023
£’000
£’000
Interest payable on bank overdrafts and loans
5,065
4,906
Interest payable on lease liabilities
657
680
Finance costs – interest
5,722
5,586
Finance (income)/ costs – swap interest (on
financial derivatives)
(1,422)
(757)
4,300
4,829
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
11. Income tax charge
The charge for taxation comprises the following:
2024
2023
£’000
£’000
Current year UK corporation tax
1,015
41
Prior year UK corporation tax
(34)
196
981
237
Current year deferred tax debit - note 24
1,003
839
Income tax expense for the year
1,984
1,076
Domestic income tax is calculated at 25% (2023 – 23.5%) of the estimated assessable profit or
loss for the year. The provision for deferred tax has been calculated on the basis of 25.00%
(2023 – 25.00%).
The total charge for the year can be reconciled to the accounting profit or loss as follows;
2024
£’000
2024
%
2023
£’000
2023
%
Profit before taxation
8,671
5,499
Profit before tax multiplied by the average of
the standard rate of UK corporation tax of
25% (2023 – 23.5%)
2,168
25
1,292
23.5
Tax effect of expenses that are not
deductible in determining taxable profit
26
0.3
37
0.7
Dividend income not taxable for tax
purposes
(1)
(0.0)
(3)
(0.1)
Loss brought forward (utilised)
(48)
(0.6)
-
-
Tax on chargeable gains difference to profits
(84)
(1.0)
(70)
(1.3)
Movement in deferred tax on revalued assets
(43)
(0.5)
(376)
(6.8)
Prior year corporation tax over provision
(34)
(0.4)
196
3.6
Tax charge
1,984
1,076
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
12. Dividends
Amounts recognised as distributions to equity holders in the period:
2024
£’000
2023
£’000
Interim dividend for the year ended 31 December
2024 of 6p per share (2023: 6p per share)
1,046
1,048
Final dividend for the year ended 31 December 2023
of 6p per share (2022: 6p per share)
1,047
1,048
Special dividend for the year ended 31 December
2023 of 10p per share
-
1,748
2,093
3,844
The Directors recommend a payment of a final dividend for the year ended 31 December 2024
of 6p per share, following an interim dividend of 6p per share which was paid on 29 October
2024. The final dividend of 6p per share will be payable on 16 July 2025 to shareholders on
the register at the close of business on 27 June 2025 (Ex dividend on 26 June 2025).
The full ordinary dividend for the year ended 31 December 2024 is anticipated to be 12p per
share, subject to shareholder approval, being the 6p interim per share paid and the recommended
final dividend of 6p per share.
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
13. Earnings per ordinary share (basic and diluted)
The calculation of profit per ordinary share is based on the profit, being a profit of £6,687,000
(2023 - £4,293,000) and on 17,420,429 ordinary shares being the weighted average number
of ordinary shares in issue during the year excluding treasury shares (2023 – 17,471,929).
There are no potential ordinary shares in existence. The Company holds 378,000 (2023 –
275,000) ordinary shares in treasury.
14. Plant and equipment
Fixtures
and
equipment
Motor
vehicles
Total
£’000
£’000
£’000
Cost
At 1 January 2023
182
8
190
Additions
-
-
-
At 1 January 2024
182
8
190
Additions
32
-
32
At 31 December 2024
214
8
222
Accumulated depreciation
At 1 January 2023
118
8
126
Depreciation charge for the year
22
-
22
At 1 January 2024
140
8
148
Depreciation charge for the year
27
-
27
At 31 December 2024
167
8
175
Carrying amount
At 31 December 2024
47
-
47
At 31 December 2023
42
-
42
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
15. Investment properties
Investment
properties
£’000
Fair value
At 1 January 2023
176,937
Additions
3,449
Disposals
(645)
Fair value adjustment on investment properties held on leases
(106)
Revaluation increase
5,534
At 1 January 2024
185,169
Additions
308
Disposals
(4,195)
Fair value adjustment on investment properties held on leases
(378)
Revaluation increase
1,300
At 31 December 2024
182,204
Carrying amount
At 31 December 2024
182,204
At 31 December 2023
185,169
At 31 December 2024, £146,500,000 (2023 - £150,057,000) and £35,704,000 (2023 -
£35,112,000) included within investment properties relates to freehold and leasehold properties
respectively.
On the historical cost basis, investment properties would have been included as follows:
2024
2023
£’000
£’000
Cost of investment properties
142,254
145,836
The Group has pledged £161,645,000 (ignoring lease obligations) of investment property (2023
- £163,745,000) as security for the main loan facilities with HSBC and Santander granted to the
Group at the Statement of Financial Position date.
Costs relating to ongoing and potential developments are included in additions to investment
properties and in the year ended 31 December 2024 amounted to £nil (2023 – £41,000).
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
15. Investment properties continued
The property rental income earned by the Group from its investment property (this excludes
rental income on stock properties), all of which is leased out under operating leases, amounted
to £14,635,000 (2023 – £14,408,000).
Property valuations are complex, require a degree of judgement and are based on data some of
which is publicly available and some that is not. Consistent with EPRA guidance, we have
classified the valuations of our property portfolio as level 3 as defined by IFRS 13 Fair Value
Measurement. Level 3 means that the valuation model cannot rely on inputs that are directly
available from an active market; however there are related inputs from auction results that can
be used as a basis. These inputs are analysed by segment in relation to the property portfolio.
All other factors remaining constant, an increase in rental income would increase valuation,
whilst an increase in equivalent nominal yield would result in a fall in value and vice versa.
In establishing fair value the most significant unobservable input is considered to be the
appropriate yield to apply to the rental income. This is based on a number of factors including
financial covenant strength of the tenant, location, marketability of the unit if it were to become
vacant, quality of property and potential alternative uses.
Yields applied across the majority of the portfolio are in the range of 6% - 14% with the average
yield being circa 8.4%. Assuming all else stayed the same; a decrease of 1% in the average
yield would result in an increase in fair value of £23,579,000. An increase of 1% in the average
yield would result in a decrease in fair value of £18,563,000.
Directors did their own valuation for the year ended 31 December 2024. For this exercise they
revised the Carter Jonas updated valuation for the lenders which was undertaken at July 2023
(which equated to 92.4% of the investment properties valuation at the year end) which was the
starting point. The Directors also utilised the values provided by Cluttons who were asked for
their view on some of the higher value uncharged properties at 31 December 2023 which
equated to a further 3.7% of the portfolio. The valuation methodology applied by the Directors
and previously by the external valuers is in accordance with The RICS Valuation Global
Standards (effective from July 2017), which is consistent with the required IFRS 13
methodology. IFRS 13 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
For some properties, valuation was based on an end development rather than investment income
in order to achieve highest and best use value. To get the valuation in this instance the end
development is discounted by profit for a developer and cost to build to get to the base estimated
market value of investment. The amount of unrealised gains or losses on investment properties
is charged to the Income Statement as the movement in fair value of investment properties, for
2024 this was a fair value gain of £1,300,000 (2023 – £5,534,000). The amount of realised
gains or losses is shown as the profit on disposal of investment properties within the income
statement, for 2024 there was a realised gain of £1,296,000 (2023 – £305,000).
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
16. Subsidiaries
Details of the Company’s subsidiaries at 31 December 2024 are as follows;
Name of subsidiary
Country of
incorporation
and operation
Activity
Proportion of
ownership
interest
%
Proportion
of voting
power held
%
Panther (Dover) Limited
Great Britain
Property
100
100
Panther Gateshead (VAT) Limited
Great Britain
Property
100
100
Panther Maldon Industrial Limited
Great Britain
Property
100
100
Panther Shop Investments
(Midlands) Limited
Great Britain
Property
100
100
Panther Investment Properties Limited
Great Britain
Property
100
100
Panther (Bromley) Limited
Great Britain
Property
100
100
Snowbest Limited
Great Britain
Property
100
100
Surrey Motors Limited
Great Britain
Dormant
100
100
Northstar Property Investment Limited
Great Britain
Property
100
100
Panther (VAT) Properties Limited
Great Britain
Property
100
100
Northstar Land Limited
Great Britain
Dormant
100
100
London Property Company PLC
Great Britain
Dormant
100
100
Eurocity Properties (Central) Limited
Great Britain
Property
100
100
CJV Properties Limited
Great Britain
Property
100
100
Panther AL Limited
Great Britain
Property
100
100
Panther AL (VAT) Limited
Great Britain
Property
100
100
Melodybright Limited
Great Britain
Property
100
100
Panther Hinckley (VAT) Limited
Great Britain
Property
100
100
Lord Street Properties (Southport) Limited
Great Britain
Property
99.99
99.99
During 2024 and specifically at the time of the refinance the Group was simplified with some
surplus dormant companies being voluntary struck off and some subsidiaries are now held
directly by Panther Securities PLC, when previously there was an intermediate holding
company.
All companies have a 31 December year end and have been included in the consolidated
financial statements.
The registered office of all the above companies is Unicorn House, Station Close, Potters Bar,
Herts, EN6 1TL.
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
17. Investments
Non-
current
assets
£’000
Cost or valuation
At 1 January 2023
256
Additions
256
Movement in fair value taken to equity
62
Disposals
(409)
At 1 January 2024
165
Transfer from Current asset Investments (shares)
18
Movement in fair value taken to equity
18
Disposals
-
At 31 December 2024
201
Comprising at 31 December 2024:
At cost
17
At valuation / net realisable value
184
Carrying amount
At 31 December 2024
201
At 31 December 2023
165
The investments represent investments in listed and unquoted equity securities that offer the
Group the opportunity for return through dividend income and fair value gains. They have no
fixed maturity or coupon rate. The fair values of the listed securities are based on quoted market
prices. The securities carried at fair value are classified as Level 1 in the fair value hierarchy
specified in IFRS 13. The fair value of investments in unquoted equity securities, which are
not publicly traded, is measured at fair value or cost when this cannot easily be determined.
The valuation of the investments is sensitive to stock exchange conditions.
Price risk
For the year ended 31 December 2024 if the average share price of the portfolio was 10% lower,
then the loss recognised in Other Comprehensive Income would have been £18,000 lower
(2023: £12,000 lower). Corresponding gains would be seen for a 10% uplift.
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
18. Stock properties
2024
2023
£’000
£’000
Stock properties
101
350
The market value of stock properties is £101,000 (2023 - £465,000).
£Nil (2023: £365,000) of stock properties at market value have been provided as security for
the bank loan from HSBC and Santander referred to in note 24.
The market value shown as at 31 December 2024, the stock property was valued by the
Directors for the year end. The stock properties are held at the lower of cost and market value
and as such any uplift is not recognised in the financial statements.
19. Capital commitments
2024
2023
£’000
£’000
Capital expenditure that has been contracted for but
has not been provided for in the accounts
-
200
20. Trade and other receivables
2024
2023
£’000
£’000
Trade receivables
3,263
2,870
Bad debt provision
(1,113)
(1,060)
2,150
1,810
Other debtors
185
16
Prepayments
395
375
Accrued income
1,900
1,049
4,630
3,250
The Directors consider that the carrying amount of trade and other receivables approximates
their fair value. Net trade receivables are financial assets. The total of financial assets included
within the financial statements at amortised cost is £11,877,000 (2023 - £8,027,000) (which
relates to £4,235,000 (2023 - £2,875,000) included in the above (less prepayments) and the
Group’s cash or cash equivalents).
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
Trade and other receivables continued
Debts are specifically provided for on an expected credit loss model. The bad debt provision
includes all material doubtful debts that the directors are aware of. Other receivables and
accrued income are shown net of provisions.
Aged Trade receivables are shown below:
2024
2023
£’000
£’000
Up to 30 days
2,008
62%
1,661
58%
Up to 60 days
103
3%
98
3%
Up to 90 days
36
1%
-
0%
Up to 120 days
596
18%
423
15%
Over 120 days
520
16%
688
24%
Total
3,263
2,870
Movement in allowance for doubtful debts on trade receivables:
Trade
receivables
£’000
Balance at 1 January 2023
1,660
Amount written off as uncollectable
(1,280)
Charge/(credit) to income statement
680
Balance at 1 January 2024
1,060
Amounts written off as uncollectable
(473)
Charge to income statement
526
Balances at 31 December 2024
1,113
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
21. Other financial assets
Cash and cash equivalents
Cash and cash equivalents comprise of cash held by the Group and short-term bank deposits.
The carrying amount of these assets approximates their fair value. Within Cash and Cash
equivalents but separately identified on the Consolidated Statement of Financial Position is cash
described as restricted, this is a separate bank account set up as part of the loan agreement were
property disposal proceeds, not used to decease the loan, can be held to reinvest in other
investment properties but other uses are restricted to agreement with the lenders.
Credit risk
The Group’s financial assets are cash and cash equivalents and trade and other receivables.
The credit risk on liquid funds is mitigated by the use of bank counterparties with high credit-
ratings assigned by international credit-rating agencies. Further information on the Group’s
credit risk is detailed within the Group Strategic Report.
22. Share capital
2024
2023
£’000
£’000
Allotted, called up and fully paid
17,746,929 (2023 - 17,746,929) ordinary shares of
£0.25 each
4,437
4,437
The Company has one class of ordinary shares which carry no fixed right to income.
During 2024 no ordinary shares were issued in the period (2023 - no ordinary shares were
issued). 378,000 (2023 – 275,000) ordinary shares are held in treasury.
Docusign Envelope ID: C1DFB7C8-EEBF-41DC-8037-612C9BB36348
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
23. Bank loans
2024
2023
£’000
£’000
Bank loans due within one year
-
64,101
(within current liabilities)
Bank loans due after more than one year
61,401
-
(within non-current liabilities)
Total bank loans
61,401
64,101
2024
2024
2024
2023
Analysis of debt maturity
£’000
£’000
£’000
£’000
Interest*
Capital
Total
Total
Bank loans repayable
On demand or within one year
4,241
-
4,241
65,903
In the second year
4,228
375
4,603
-
In the third year to the fifth year
9,390
61,026
70,416
-
17,859
61,401
79,260
65,903
*based on the 3 month SONIA floating rate charged in March 25 – 4.68%.
On 28 March 2024, the Group refinanced by completing a new facility of £68 million, split
between a £55 million term loan and a £13 million revolving facility. The new facility has a
four-year term (with a further one-year option to extend subject to credit approval). The interest
rate payable is 2.3 per cent. over three month SONIA with a ratchet that can take it to 2.5 per
cent over three month SONIA in certain circumstances.
HSBC and Santander remain as the joint providers of the new facility.
The bank loans are secured by first fixed charges on the properties held within the Group and
floating asset over all the assets of the Company. The lenders have also taken fixed security
over the shares held in the Group undertakings.
The estimate of interest payable is based on current interest rates and as such, is subject to
change.
The Directors estimate the fair value of the Group’s borrowings, by discounting their future
cash flows at the market rate (in relation to the prevailing market rate for a debt instrument with
similar terms). The fair value of bank loans is not considered to be materially different to the
book value. Bank loans are financial liabilities.
The fair value of the loan held at amortised cost at 31 December 2024 was £61,895,000 (2023
- £63,015,000). The Group has the following bank covenants that are reported for the quarters
to 1 March, 1 June, 1 September and 1 December:
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71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
23. Bank loans continued
Loan to value
Loan & hedging to value
Interest cover over the last 12 months
Projected interest cover
Tangible net worth
Net debt to tangible net worth
During the year, the Group met all of its covenants with strong head room.
24. Deferred taxation
The following are the major deferred tax assets and liabilities recognised by the Group, and the
movements thereon, during the current and prior reporting periods.
Total
£’000
Liability at 1 January 2023
(3,371)
Debit to equity for the year
(15)
Debit to Income Statement for the year
(839)
Liability at 1 January 2024
(4,225)
Debit to equity for the year
(4)
Debit to Income Statement for the year
(1,003)
Liability at 31 December 2024
(5,232)
Deferred taxation arises in relation to:
Deferred tax
2024
2023
£’000
£’000
Deferred tax liabilities:
Investment properties
(4,184)
(4,028)
Derivative financial liability
(1,443)
(626)
Deferred tax assets:
Tax allowances in excess of book value
346
376
Fair value of investments
49
53
Net deferred tax (liabilities)/ asset
(5,232)
(4,225)
As at 31 December 2024 the substantively enacted rate was 25% (2023: 25%) and this has been
used for the deferred tax calculation.
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72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
25. Trade and other payables
2024
2023
£’000
£’000
Trade creditors
2,525
2,068
Social security and other taxes
399
352
Other creditors
1,664
1,598
Leases (see note 28)
680
680
Accruals
1,488
1,331
Deferred income
2,585
2,499
9,341
8,528
Trade creditors and accruals comprise amounts outstanding for trade purchases.
The Directors consider that the carrying amount of trade payables approximates their fair value.
All trade and other payables are due within one year. Trade creditors and accruals are financial
liabilities.
Liabilities included within the financial statements at amortised cost total £76,347,000 (2023 –
£78,243,000) (includes payables above and the long term and short term borrowings, excluding
deferred income plus lease liabilities).
26. Derivative financial instruments
The main risks arising from the Group’s financial instruments are those related to interest rate
movements. Whilst there are no formal procedures for managing exposure to interest rate
fluctuations, the Board continually reviews the situation and makes decisions accordingly.
Hence, the Company will, as far as possible, enter into fixed interest rate swap arrangements.
The purpose of such transactions is to manage the cash flow risks associated with a rise in
interest rates but does expose it to fair value risk.
2024
2023
Bank loans
£’000
£’000
Interest is charged as to:
Rate
Rate
Fixed/ Hedged
HSBC Bank plc
35,000
3.40%
35,000
6.10%
HSBC Bank plc
25,000
2.01%
25,000
4.71%
Unamortised loan arrangement fees
(644)
(149)
Floating element
HSBC Bank plc
2,045
4,250
61,401
64,101
Bank loans totalling £60,000,000 (2023 - £60,000,000) are fixed using interest rate swaps
removing the Group’s exposure to fair value interest rate risk. Other borrowings are arranged
at floating rates, thus exposing the Group to cash flow interest rate risk.
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73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
26. Derivative financial instruments continued
Financial instruments for Group and Company
The derivative financial assets and liabilities are designated as held for trading.
Hedged
amount
Average
rate
Duration of
contract
remaining
2024
Fair value
2023
Fair value
£’000
‘years’
£’000
£’000
Derivative Financial
Asset/ (Liability)
Interest rate swap
35,000
3.40%
13.69
2,867
347
Interest rate swap
25,000
2.01%
6.92
2,903
2,158
5,770
2,505
Net fair value gain/(loss) on derivative financial assets
3,265
(1,962)
The rates shown includes a 2.3% margin (2023 – 2.7%). Neither contracts include break options
in the term but are repayable on a cessation of lending.
Interest rate derivatives are shown at fair value in the Income Statement, and are classified as
Level 2 in the fair value hierarchy specified in IFRS 13.
The vast majority of the derivative financial liabilities are due in over one year and therefore
they have been disclosed as all due in over one year.
As mentioned elsewhere within these accounts the valuation of these derivative instruments is
problematic as a singular number cannot fully make clear the high sensitivity effecting the
calculated valuation to the various inputs and market conditions. In order to demonstrate the
variations, the combined value of these instruments between 2008 and 2024 have been at the
best a £6m asset and at worst shown was £31m liability. Since the variation in rates in 2021
from 5.06% to 3.40% from Sept 23 and due to the instrument entered into in April 2018 (rate
of 2.01%), the board believes the outlook for these instruments will be more favourable than
they or previous ones have been, and should be less volatile, when considering the projected
market interest rates.
Taking the existing estimate of our financial derivative fair value at the year end, very
approximately if the market expected interest rates to be on average a 100 basis points higher
over the life of our financial derivatives (this rate change also factors into the group’s expected
cost of capital or discount factor) this would increase the current asset by £6m being a £11.5m
or £12.5m asset (further a 100 basis points reduction on average – would lead to an estimated
£4.5m reduction in value or being a £0.5m to £1.5m asset).
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74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
26. Derivative financial instruments continued
The above fair values are based on quotations from the Group’s banks and Directors’ valuation.
Analysis of debt maturity
Annual cash flows in respect of derivative financial instruments are approximately an income
of £1,422,000 (2023: cost of £757,000) per annum based on current SONIA rates.
Interest rate risk
For the year ended 31 December 2024, if on average the 3 month SONIA over the year had
been 100 basis points (1%) higher with all other variables held constant, under the financing
structure in place at the year end, profit before tax for the year would have been approximately
£20,000 lower (2023: £40,000 lower). This analysis excludes any effect this rate adjustment
might have on expectations of future interest rates movements which is likely to affect the
estimation of the fair value of the derivative financial liabilities (as this movement would also
be shown within the Income Statement affecting post-tax profit or loss), but indicates the likely
cash saving/(cost) a 100 basis points (1%) movement would have had for the Group.
Treasury management
The long-term funding of the Group is maintained by three main sources, all with their own
benefits. The Group has equity finance, has surplus profits and cash flow which can be utilised,
and also has loan facilities with financial institutions. The various available sources provide the
Group with more flexibility in matching the suitable type of financing to the business activity
and ensure long-term capital requirements are satisfied. Please also see the Financial Risk
management: Objectives, policies and processes for managing risk, of the Group Strategic
Report.
27. Contingent liabilities
There were no contingent liabilities at the year-end (2023: nil).
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75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
28. Lease arrangements and obligations under leases
IFRS 16 eliminates the classification of leases as operating leases or finance leases and treats
all in a similar way to finance leases for lessees only.
The Group as lessee
The Group paid rent under non-cancellable leases in the year of £888,000 (2023 - £822,000).
The majority of these non-cancellable lease obligations are long leasehold investments in which
the Group receives a profit rent. These investments often have rents payable, often with a
contingent element (for example paying a proportion of collected rents), and a minimum rent
obligation that is due to the superior landlord.
The average lease length is 146 years. The minimum rental payment obligations due under
these operating leases and anticipated rental income derived from these investments are shown
below. The rate used to determine the present value of the minimum rental payment obligations,
is the cost of capital relevant to the time they were first entered into (majority of these are at
7.13% relating to when standard first introduced). The difference between the rents payable in
the year of £822,000 (2023: £822,000) and the minimum for the year of £680,000 (2023:
£680,000) is related to the contingent element only payable out of rents receivable.
Minimum future payments under non-cancellable leases
(Lessee)
2024
2023
£’000
£’000
Payable within one year
680
680
Payable between one year and five years
2,720
2,720
Payable in more than five years
42,300
42,939
45,700
46,339
Anticipated rental income derived under non-cancellable sub leases
(Lessor)
2024
2023
£’000
£’000
Payable within one year
3,459
3,358
Payable between one year and five years
9,050
9,226
Payable in more than five years
4,607
4,584
17,116
17,168
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76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
28. Lease arrangements and obligations under leases continued
2024
2023
£’000
£’000
Leases due within one year
(included within current liabilities)
680
680
Leases due within one to five years
2,720
2,720
Leases due in more than five years
5,470
5,393
(included within non-current liabilities)
8,190
8,113
Total lease obligations
8,870
8,793
The Group as a lessor
The Group rents out its investment properties under leases. Revenue represents the Groups
rental income for the year.
Contracted rental income derived under non-cancellable leases on investment properties
2024
2023
£’000
£’000
Payable within one year
12,610
11,927
Payable between one year and five years
34,012
33,734
Payable in more than five years
27,767
26,737
74,389
72,398
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77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
29. Reconciliation of liabilities from financing activities
1 January
2024
Cash flow
Non-cash
movements
New leases
Other non-
cash
movements
31
December
2023
£’000
£’000
£’000
£’000
£’000
Derivative financial instruments
4,467
-
-
(1,962)
2,505
Leases (current)
(687)
687
-
(680)
(680)
Leases (non-current)
(8,249)
-
(544)
680
(8,113)
Borrowings (current)
(500)
500
-
(64,101)
(64,101)
Borrowings (non-current)
(58,807)
(5,000)
-
63,807
-
(63,776)
(3,813)
(544)
(2,256)
(70,389)
1 January
2024
Cash flow
Non-cash
movements
New leases
Other non-
cash
movements
31
December
2024
£’000
£’000
£’000
£’000
£’000
Derivative financial instruments
2,505
-
-
3,265
5,770
Leases (current)
(680)
680
-
(680)
(680)
Leases (non-current)
(8,113)
-
(757)
680
(8,190)
Borrowings (current)
(64,101)
(1,250)
-
65,351
-
Borrowings (non-current)
-
3,455
(64,856)
(61,401)
(70,389)
2,885
(757)
3,760
(64,501)
30. Events after the reporting date
On 10 February 2025 the Group disposed of its freehold investment properties owned in
Wolverhampton for £2,500,000. This is expected to generate a £330,000 profit on disposal in
the 2025 accounts before costs of disposal.
On 3 March 2025 the Group paid back £5,100,000 of the loan facility (using disposal proceeds),
these funds can be redrawn.
31. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the
Company, have been eliminated on consolidation and are not disclosed in this note. The
compensation of the Group’s key management personnel is shown in note 8 to the financial
statements and Directors’ emoluments are shown in note 8 and the Directors’ Report.
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78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
31. Related party transactions continued
At 31 December 2024 included within creditors was, £10,000 (2023: 7,000) payable to the
beneficiaries of the estate of late F Perloff, £8,000 was due from H Perloff (2023: £6,000 due
to H Perloff), all close family members of a director. Movement in the year related to property
management services. Also, A Perloff was owed £11,000 by the Group (2023: £3,000) at the
year end. The balance owed by H Perloff at 31 December 2024 were cleared in early 2025.
A property in Widnes was disposed of at auction in August 2024, where a relative of a Director
of the Company (A Perloff), was successful at the auction. As this was marketed widely and
eventually sold at auction, we are satisfied that this transaction was done at arms-length.
At 31 December 2024 included within creditors was, £44,000 (2023: £21,000) owed to Maland
Pension Fund a company sponsored pension scheme (for a director, A Perloff). This is a trading
relationship as the balance owed was in relation to a jointly owned property where the interests
were split and have been for many years. The Company has not contributed for over a decade
and there are no plans to make any further contributions.
Anglia Home Furnishings Ltd (“AHF”) t/a Fabb was sold on 23 April 2024 and is no longer a
connected party. AHF” previously was a company owned wholly by Portnard Ltd (48%
shareholder in Panther and has common directors). From the beginning of 2024 to the date of
sale, the Group received nil income and £34,000 was outstanding for the March 2024 quarter
at disposal. This was paid in May 2024.
New Start 2020 Ltd is no longer a connected party as 80% of this company was sold in
September 2023. In prior years it rented properties from the Group but no longer rents any
units.
There were no transactions with Airsprung Group PLC in 2024. Previously machines were
bought for £224,000 (at disposal in 2023 they were written down to £191,000) with the intention
to lease these to Airsprung Group PLC (also owned wholly by Portnard Ltd). The arrangement
was reviewed and approved by the non-executives on the board. However in March 2023 the
machines were sold to Airsprung Group PLC for £245,000 and the leasing arrangement was
ended.
Jonathan Rhodes is a non-executive director of Panther Securities PLC but also a partner in
Cluttons, the Company obtain guidance on valuations from Cluttons in 2023 and paid a
valuation fee totalling £11,000 in 2024.
During the year dividends of £570,000 (2023: £1,045,000) were paid to directors of the Group.
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79
PARENT COMPANY REPORT AND FINANCIAL STATEMENTS
As at 31 December 2024
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80
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Notes
2024
2023
£’000
£’000
£’000
£’000
Fixed assets
Investments
34
18,875
18,297
Derivative financial asset
26
5,770
2,505
Current assets
Debtors
35
94,874
86,053
Current asset investments
-
26
Cash at bank and in hand
7,217
4,376
102,091
90,455
Creditors: amounts falling due
within one year
36
(9,756)
(78,585)
Net current assets
92,335
11,870
Total assets less current
liabilities
116,980
32,672
Creditors: amounts falling due
after more than one year
37
(61,401)
-
Derivative financial liability
26
-
-
Net assets
55,579
32,672
Capital and reserves
Called up share capital
39
4,437
4,437
Share premium account
5,491
5,491
Treasury shares
(1,088)
(772)
Capital redemption reserve
604
604
Profit and loss account
46,135
22,912
Shareholders’ funds
55,579
32,672
As permitted under Section 408 of the Companies Act 2006, no Income Statement or Statement
of Comprehensive Income is presented for the parent company.
The Parent Company made a profit of £25,302,000 (2023: loss of £7,184,000).
The accounts were approved by the Board of Directors and authorised for issue on 20 May
2025. They were signed on its behalf by:
A.S. Perloff
Chairman
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81
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
Share
Treasury
Capital
Retained
Total
capital
premium
shares
redemption
earnings
reserves
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
4,437
5,491
(772)
604
33,893
43,653
Profit for the year
-
-
-
-
(7,184)
(7,184)
Movement in fair value of
investments taken to equity
-
-
-
-
19
19
Deferred tax relating to
movement in fair value of
investments taken to equity
-
-
-
-
(5)
(5)
Realised fair value on
disposal of investments
previously taken to equity
-
-
-
-
43
43
Realised deferred tax
relating to disposal of
investments previously
taken to equity
-
-
-
-
(10)
(10)
Treasury share purchase
-
-
-
-
-
-
Dividends
-
-
-
-
(3,844)
(3,844)
Balance at 1 January 2024
4,437
5,491
(772)
604
22,912
32,672
Profit for the year
-
-
-
-
25,302
25,302
Movement in fair value of
investments taken to equity
-
-
-
-
18
18
Deferred tax relating to
movement in fair value of
investments taken to equity
-
-
-
-
(4)
(4)
Treasury shares purchased
-
-
(316)
-
-
(316)
Dividends
-
-
-
-
(2,093)
(2,093)
Balance at 31 December
2024
4,437
5,491
(1,088)
604
46,135
55,579
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82
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2024
32. Accounting policies for the Parent Company
The Parent Company financial statements have been prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework.
Basis of preparation of financial statements
The company has taken advantage of the following disclosure exemptions under FRS 101:
the exemption from providing certain comparative information;
the exemption from preparing a statement of cash flows;
the exemption from declaring compliance with IFRS;
the exemption from disclosing aspects of capital risk management;
the exemption from providing a reconciliation on the number of shares outstanding;
the exemption from disclosing information about IFRS in issue but not yet adopted;
the exemption from disclosing key management personnel compensation; and
the exemption from disclosing transactions between wholly owned group members.
In relation to the following exemptions equivalent disclosures have been given in the
consolidated financial statements:
the exemption from certain financial instrument disclosures; and
the exemption from certain fair value disclosures.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates
and assumptions that affect the amounts reported for assets and liabilities as at the Statement of
Financial Position date and the amounts reported for revenues and expenses during the year.
However, the nature of estimation means that actual outcomes could differ from those
estimates.
Judgements and key sources of estimation uncertainty of the Group, applicable to the
consolidated financial statements have been disclosed in note 3 to the consolidated financial
statements. The only additional judgement relates to the recoverability of intercompany
balances. Apart from that there are no additional judgements and key sources of estimation
uncertainty that are applicable to the Parent Company only.
Significant accounting policies
The accounting policies of the Parent Company are identical to those adopted in the
Consolidated Financial Statements of the Group, where applicable, with the exception of
revenue recognition and investments in subsidiaries and the assessment of balances such as
intercompany receivables which are cancelled out on consolidation.
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83
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
32. Accounting policies for the Parent Company continued
Revenue recognition
Turnover comprises dividend income from investments recognised when the Company’s rights
to receive payment have been established.
Investments
Under IFRS 9, the Company has made an irrevocable election at initial recognition for
particular investments in equity instruments that would otherwise be measured at fair value
through profit or less to present subsequent changes through other comprehensive income. Fair
values of these investments are based on quoted market prices where available. Investments in
unquoted equity securities is also considered and measured at fair value. Movements in fair
value are taken directly to equity. When these investments are considered impaired in
accordance with the requirements of IFRS 9, under the expected credit loss model, the
impairment losses are recognised in the Income Statement. The investments represent
investments in listed and unquoted equity securities that offer the Group the opportunity for
return through dividend income and fair value gains. They have no fixed maturity or coupon
rate. Those shares that are expected to be held for the long term are shown as non-current assets
and those that are held for short term are shown as current assets.
Investments in subsidiaries is recorded at cost less impairment.
Current asset investments are held for short term trading and are carried at fair value with
movements in fair value recognised in the Income Statement.
Intercompany debtors
These are held at cost unless considered impaired. Impairment provisions for receivables from
related parties are determined using the simplified approach to determine the expected credit
loss.
33. Staff costs
2024
2023
£’000
£’000
Staff costs, including Directors’ remuneration, were
as follows:
Wages and salaries
878
853
Social security costs
95
91
Pension contributions
22
24
995
968
The average monthly number of employees,
including Directors, during the year was as follows:
2024
Number
2023
Number
Directors
7
7
Other employees
13
13
20
20
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84
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
34. Fixed asset investments
Shares in Group
undertakings
Other
investments
Total
£’000
£’000
£’000
Cost or valuation
At 1 January 2024
18,132
165
18,297
Additions
5,900
18
5,918
Movement in fair value taken to
equity
-
18
18
Voluntary winding up
(5,358)
(5,358)
At 31 December 2024
18,674
201
18,875
Investments:
Listed
-
184
184
Unlisted
18,674
17
18,691
The above investments are shown at market value where there is an active market for these
shares. The historic cost of listed investments is £378,000 (2023: £360,000).
For details of the Company’s subsidiaries at 31 December 2024, see note 17.
35. Debtors
2024
2023
£’000
£’000
Due less than one year:
Other debtors
37
71
Corporation tax
565
-
Amounts owed by Group undertakings
94,137
85,833
Prepayments and accrued income
135
149
94,874
86,053
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85
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
36. Creditors
Amounts falling due within one year
2024
2023
£’000
£’000
Trade creditors
219
38
Bank loans
-
64,101
Amounts owed to Group undertakings
7,287
13,205
Social security and other taxes
62
59
Other creditors
86
75
Accruals and deferred income
708
534
Due more than one year:
Deferred tax (note 38)
1,394
573
9,756
78,585
37. Creditors
Amounts falling due after more than one year
2024
2023
£’000
£’000
Bank loans
61,401
-
The bank loan is secured by first fixed charges on the properties held within the Group and
floating charge over all the assets of the Company. The lenders have also taken fixed security
over the shares held in the Group undertakings.
38. Deferred taxation
The following potential deferred taxation (liability)/ asset is recognised:
2024
2023
£’000
£’000
Timing differences on plant and equipment
-
-
Fair value of investments
49
53
Fair value of financial instruments
(1,443)
(626)
(1,394)
(573)
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86
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
39. Called up share capital
2024
2023
£’000
£’000
Authorised
30,000,000 ordinary shares of £0.25 each
7,500
7,500
Allotted, called up and fully paid
17,746,929 (2021: 17,746,929) ordinary shares of £0.25
each
4,437
4,437
The Company is limited by shares and has one class of ordinary shares which carry no right to
fixed income.
During 2024, no ordinary shares were issued in the period (2023: nil). 378,000 (2023: 275,000)
ordinary shares of £0.25 each are held in treasury representing 2.1% (2023 – 1.5%) of the
Company’s issued share capital.
40. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the
Company, have been eliminated on consolidation and are not disclosed in this note.
The compensation of the Group’s key management personnel is shown in note 8 to the financial
statements and Directors’ emoluments are shown in note 8 and the Directors’ Report.
At 31 December 2024 included within creditors was, £10,000 (2023: 7,000) payable to the
beneficiaries of the estate of late F Perloff, £8,000 was due from H Perloff (2023: £6,000 due
to H Perloff), all close family members of a director. Movement in the year related to property
management services. Also, A Perloff was owed £11,000 by the Group (2023: £3,000) at the
year end. The balance owed by H Perloff at 31 December 2024 were cleared in early 2025.
At 31 December 2024 included within creditors was, £44,000 (2023: £21,000) owed to Maland
Pension Fund a company sponsored pension scheme (for a director, A Perloff). This is a trading
relationship as the balance owed was in relation to a jointly owned property where the interests
were split and have been for many years. The company has not contributed for over a decade
and there are no plans to make any further contributions.
Jonathan Rhodes is a non-executive director of Panther Securities PLC but also a partner in
Cluttons, the Company obtain guidance on valuations from Cluttons in 2023 and paid a
valuation fee totalling £11,000 in 2024.
During the year dividends of £570,000 (2023: £1,045,000) were paid to directors of the Group.
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NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)
For the year ended 31 December 2024
41. Risk management
For information on the Company’s risk management please refer to note 27 of the Group
accounts. As well as the risks mentioned in the Group accounts, the company is also exposed
to credit risk on intercompany receivables. The risk will be low because the counterparties, the
subsidiaries, have the adequate resources to settle the debt.
42. Events after the reporting period date
On 3 March 2025 the Company paid back £5,100,000 of the loan facility (using disposal
proceeds), these funds can be redrawn.
43. Authorisation of financial statements and statement of compliance with FRS101
The financial statements of Panther Securities PLC (the “Company”) for the year ended 31
December 2024 were authorised for issue by the Board of Directors on 20 May 2025 and the
Statement of Financial Position was signed on the board’s behalf by A S Perloff. Panther
Securities PLC is incorporated and domiciled in England and Wales. These financial statements
were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101) and in accordance with applicable accounting standards.
The Company’s financial statements are presented in Sterling and all values are rounded to the
nearest (£000's) except when otherwise indicated.
The results of Panther Securities PLC are included within the consolidated financial statements
of Panther Securities PLC. The principal accounting policies adopted by the Company are set
out in note 33.
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PANTHER SECURITIES P.L.C
NOTICE OF ANNUAL GENERAL MEETING
Arrangements for the 2025 Annual General Meeting (AGM).
The 91st Annual General Meeting of Panther Securities P.L.C. is planned to be held on 18 June
2025 in the Oslo Court, Charlbert Street, St John’s Wood, NW8 7EN at 11.15 am.
As Ordinary Business
1.
To receive and adopt the Group Strategic Report, Directors’ Report and Financial Statements for the
year ended 31 December 2024 contained in the document entitled “Annual Report and Financial
Statements 2024”.
2.
To ratify the payment of a final dividend of 6.0p per ordinary share as the final dividend.
3.
To:
3.1
Re-elect Peter Kellner who is retiring by rotation, as a Director.
3.2
Re- elect Bryan Galan who is retiring by rotation, as a Director.
4.
To reappoint auditors Crowe U.K. LLP and to authorise the Directors to determine their remuneration.
As Special Business
To consider, and, if thought fit, pass the following resolutions of which resolutions 5, 7 and 8 will be proposed
as ordinary resolutions and resolution 6 as a special resolution.
5.
That for the purposes of section 551 Companies Act 2006 (and so that expressions used in this
resolution shall bear the same meaning as in the said section 551):
5.1
the Directors be and are generally and unconditionally authorised to allot equity securities (as
defined in section 560 of the Companies Act 2006) up to a maximum aggregate nominal amount
of £2,400,000 to such persons and at such times and on such terms as they think proper during
the period expiring at the earlier of 15 months from the date of passing of this resolution and the
conclusion of the Annual General Meeting of the Company to be held in 2025 (unless previously
revoked or varied by the Company in general meeting) except that the Company may before such
expiry make any offer or agreement which could or might require relevant securities to be
allotted after such expiry and the Directors may allot relevant securities pursuant to any such
offer or agreement as if such authority had not expired; and
5.2
this resolution revokes and replaces all unexercised authorities previously granted to the
directors pursuant to section 551 of the Companies Act 2006 but without prejudice to any
allotment of shares or grant of rights already made, offered or agreed to made pursuant to such
authorities.
6.
That, subject to the passing of resolution 5, set out in the Notice convening this Meeting, the Directors
are empowered in accordance with section 571 of the Companies Act 2006 to allot equity securities
(as defined in section 560 of the Companies Act 2006) for cash, pursuant to the authority conferred
on them to allot equity securities (as defined in section 560 of the Act) by that resolution and/or to
sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act
2006, in each case as if section 561 (1) of the Companies Act 2006 did not apply to any such allotment
or sale, provided that the power conferred by this resolution shall be limited to:
6.1
the allotment of equity securities in connection with an issue or offering in favour of or sale to
holders of equity securities and any other persons entitled to participate in such issue or offering
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where the equity securities respectively attributable to the interests of such holders and persons
are proportionate (as nearly as may be) to the respective number of equity securities held by or
deemed to be held by them on the record date of such allotment, subject only to such exclusions
or other arrangements as the Directors may consider necessary or expedient to deal with
fractional entitlements or legal or practical problems under the laws or requirements of any
recognised regulatory body or stock exchange in any territory;
6.2
the allotment or sale (otherwise than pursuant to paragraph 6.1 above) of equity securities up to
an aggregate nominal value not exceeding £221,000; and
6.3
the power granted by this resolution, unless renewed, shall expire at the earlier of 15 months
from the date of passing of this resolution and the conclusion of the Annual General Meeting of
the Company to be held in 2025 but shall extend to the making, before such expiry, of an offer
or agreement which would or might require equity securities to be allotted after such expiry and
the Directors may allot equity securities in pursuance of such offer or agreement as if the
authority conferred hereby had not expired.
7.
That the Company is generally and unconditionally authorised for the purpose of section 701
Companies Act 2006 to make market purchases (as defined in section 693 (4) of the said Act) of
ordinary shares of 25p each in the capital of the Company (“ordinary shares”) provided that the
Company be and is hereby authorised to purchase its own shares by way of market purchase upon
and subject to the following conditions:-
7.1
The maximum number of shares which may be purchased is 2,500,000 ordinary shares;
7.2
The maximum price (exclusive of expense) at which any share may be purchased is the price
equal to 5 per cent, above the average of the middle market quotations of an ordinary share as
derived from the London Stock Exchange Daily Official List for the five business days preceding
the date of such purchase, and the minimum price at which any share may be purchased shall be
the par value of such share; and
7.3
The authority to purchase conferred by this Resolution shall expire at the conclusion of the next
Annual General Meeting of the Company provided that any contract for the purchase of any
shares as aforesaid which was concluded before the expiry of the said authority may be executed
wholly or partly after the said authority expires.
8.
That the directors be authorised to make a payment of up to £25,000 by a way of donation to the
Reform Party.
The directors believe that the proposals in resolutions 1-7 are in the best interests of shareholders as a whole
and they unanimously recommend that you vote in favour of the resolutions. The directors understand that
everyone has their own personal political views so no recommendation one way or another has been made
by the directors regarding resolution 8.
By order of the Board
S. J. Peters
Chief Executive Officer
Registered Office
Unicorn House
Station Close, Potters Bar
Hertfordshire EN6 1TL
20 May 2025
See over for notes.
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Notes
1.
Any member of the Company entitled to attend and vote at this meeting is also entitled to
appoint a proxy to attend and vote in his stead. Such a proxy need not also be a member of
the Company.
2.
A shareholder may appoint more than one proxy in relation to the Annual General Meeting
provided that each proxy is appointed to exercise the rights attached to a different share or
shares held by that shareholder.
3.
A proxy form is enclosed. To appoint a proxy, shareholders must complete:
a form of proxy and return it together with the power of attorney or other authority (if any)
under which it is signed or a notarially certified copy of such authority, to MUFG Corporate
Markets, 29 Wellington Street, Leeds, LS1 4DL; or
a CREST Proxy Instruction (as set out in paragraph 5 below);
in each case so that it is received not later than 48 hours before the meeting. To appoint
more than one proxy, you will need to complete a separate proxy form in relation to each
appointment.
Please read the notes on the proxy form. The return of a completed proxy form, will not
prevent a shareholder attending the Annual General Meeting and voting in person if he/she
wishes to do so. Unless otherwise indicated on the Form of Proxy, CREST or any other
electronic voting instruction, the proxy will vote as they think fit or, at their discretion,
withhold from voting.
4.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the Annual General Meeting and any adjournment(s) of
the meeting by using the procedures described in the CREST Manual (available via
www.euroclear.com). CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the appropriate action on their
behalf.
5.
In order for a proxy appointment or instruction made using the CREST service to be valid, the
appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in
accordance with Euroclear UK & International Limited’s specifications, and must contain the
information required for such instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted
so as to be received by the Company’s agent RA10, by the latest time for receipt of proxy
appointments set out in paragraph 2 above. For this purpose, the time of receipt will be taken
to be the time (as determined by the timestamp applied to the message by the CREST
Applications Host) from which the Company’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to the appointee
through other means.
6.
CREST members and, where applicable, their CREST sponsors or voting service providers,
should note that Euroclear UK & International Limited does not make available special
procedures in CREST for any particular messages. Normal system timings and limitations will,
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therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take (or, if the CREST member is a CREST personal member,
or sponsored member, or has appointed any voting service provider(s), to procure that his
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
7.
In the case of joint holders, where more than one of the joint holders purports to appoint a
proxy, only the appointment submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint holders appear in the Company’s
register of members in respect of the joint holding (the first-named being the most senior).
8.
Any person to whom this Notice is sent who is a person nominated under section 146 of the
Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an
agreement between him/her and the shareholder by whom he/ she was nominated, have a
right to be appointed (or to have someone else appointed) as a proxy for the Annual General
Meeting. If a Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights. The statement of the rights of shareholders
in relation to the appointment of proxies in paragraphs 1, 2 and 3 above does not apply to
Nominated Persons. The rights described in these paragraphs can only be exercised by
shareholders of the Company
9.
A statement of all transactions of each Director and his family interests in the share capital
of the Company will be available for inspection at the Company's registered office during
normal business hours from the date of this notice up to the close of the Annual General
Meeting and will be available for inspection at the place of the Annual General Meeting for
at least 15 minutes prior to and during the meeting.
10.
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company
gives notice that only those shareholders included in the register of members of the Company
at the close of business on 16 June 2025 or, if the meeting is adjourned, in the register of
members at close of business. on the day which is two days before the day of any adjourned
meeting, will be entitled to attend and to vote at the Annual General Meeting in respect of
the number of shares registered in their names at that time. Changes to entries on the share
register at close of business on 16 June 2025, or, if the meeting is adjourned, in the register
of members at close of business. on the day which is two days before the day of any
adjourned meeting, will be disregarded in determining the rights of any person to attend or
vote at the Annual General Meeting.
11.
As at 9.00 a.m. on 20 May 2025, the Company’s issued share capital comprised 17,368,929
ordinary shares of 25 pence each. Each ordinary share carries the right to one vote at a
general meeting of the Company and, therefore, the total number of voting rights in the
Company as at 9.00 a.m. on 20 May 2025 is 17,368,929.
12.
Under section 527 of the Companies Act 2006, members meeting the threshold requirements
set out in that section have the right to require the Company to publish on a website a
statement setting out any matter relating to: (i) the audit of the Company’s accounts
(including the auditor’s report and the conduct of the audit) that are to be laid before the
Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company
ceasing to hold office since the previous meeting at which annual accounts and reports were
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laid in accordance with section 437 of the Companies Act 2006. The Company may not
require the shareholders requesting any such website publication to pay its expenses in
complying with sections 527 or 528 of the Companies Act 2006. Where the Company is
required to place a statement on a website under section 527 of the Companies Act 2006, it
must forward the statement to the Company’s auditor not later than the time when it makes
the statement available on the website. The business which may be dealt with at the Annual
General Meeting includes any statement that the Company has been required under section
527 of the Companies Act 2006 to publish on a website.
13.
Any member attending the meeting has the right to ask questions. The Company must
answer any such question relating to the business being dealt with at the meeting but no
such answer need be given if: (a) to do so would interfere unduly with the preparation for
the meeting or involve the disclosure of confidential information; (b) the answer has already
been given on a website in the form of an answer to a question; or (c) it is undesirable in the
interests of the Company or the good order of the meeting that the question be answered.
14.
If you have sold or otherwise transferred all your ordinary shares in the Company, please
forward this annual report and accounts to the purchaser or transferee or to the stockbroker,
bank or other person through whom the sale or transfer was effected for transmission to the
purchaser or transferee.
15.
No Executive Director is employed under a contract of service.
16.
You may not use any electronic address provided in this Notice, or any related documents
including the proxy form, to communicate with the Company for any purposes other than
those expressly stated.
17.
A copy of this Notice, and other information required by section 311A of the Companies Act
2006, can be found at www.pantherplc.com
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NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes to the Notice of Annual General Meeting
The following notes provide an explanation as to why certain resolutions set out in the notice of the
Annual General Meeting of the Company are to be put to shareholders.
All resolutions save for Resolution 8 are ordinary resolutions and will be passed if more than 50% of
the votes cast for or against are in favour. Resolution 8 is a special resolution and requires 75% of the
votes cast.
Resolution 1 – Laying of accounts and adoption of reports
The directors are required by the Companies Act 2006 to present to the shareholders of the Company
at a general meeting the reports of the directors and auditors, and the audited accounts of the
Company, for the year ended 31 December 2024. The report of the directors and the audited accounts
have been approved by the directors, and the report of the auditors has been approved by the
auditors. A copy of each of these documents may be found in the document entitled “Annual Report
and Financial Statements 2024”.
Resolutions 3.1 and 3.2 – Re-election of directors
In accordance with the Articles of Association of the Company Peter Kellner and Bryan Galan will both
stand for re-election as a directors of the Company. Biographical information for the directors and
details of why the Board believes that they should be re-elected is shown in the Corporate Governance
Report.
Resolution 4 – Auditors’ appointment and remuneration
The Companies Act 2006 requires that auditors be appointed at each general meeting at which
accounts are laid, to hold office until the next such meeting. The resolution seeks shareholder approval
for the appointment of Crowe LLP and the giving to the Directors the authority to determine the
remuneration of the auditors for the audit work to be carried out by them in the next financial year.
The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the
next audited accounts of the Company.
Resolution 5 – Authority to the directors to allot shares
The Companies Act 2006 provides that the directors may only allot shares if authorised by shareholders
to do so. Resolution 5 will, if passed, authorise the directors to allot shares and to grant rights to
subscribe for, or convert securities into, shares up to a maximum nominal amount of £2,400,000, which
represents an amount which is approximately equal to 55% of the issued ordinary share capital of the
Company as at 20 May 2025 the latest practicable date prior to the publication of the notice.
Resolution 6 – Dis-application of statutory pre-emption rights
The Companies Act 2006 requires that, if the Company issues new shares for cash or sells any treasury
shares, it must first offer them to existing shareholders in proportion to their current holdings. It is
proposed that the directors be authorised to issue shares for cash and/ or sell shares from treasury up
to an aggregate nominal amount of £222,000 (representing approximately 5% of the Company’s issued
ordinary share capital as at 20 May 2025, the latest practicable date prior to the publication of the
notice) without offering them to shareholders first in order to raise a limited amount of capital easily
and quickly if needed. The resolution also modifies statutory pre-emption rights to deal with legal,
regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue. If
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resolution 7 is passed, this authority will expire at the same time as the authority to allot shares given
pursuant to resolution 6.
Resolution 7 – Purchase of own shares by the Company
If passed, this resolution will grant the Company authority for a period of up to the end of the next
annual general meeting to buy its own shares in the market. The resolution limits the number of shares
that may be purchased to 5% of the Company’s issued share capital as at 20 May 2025, the latest
practicable date prior to the publication of the notice. The price per ordinary share that the Company
may pay is set at a minimum amount (excluding expenses) of 25 pence per ordinary share and a
maximum amount (excluding expenses) of 5% over the average of the previous five business days’
middle market prices. The directors will only make purchases under this authority if they believe that
to do so would result in increased earnings per share and would be in the interests of the shareholders
generally.
Resolution 8 – Payment of up to £25,000 by a way of donation to the Reform Party
This resolution is most likely to be decided by a Poll. Andrew Perloff has confirmed that he will not
vote his personal or Portnard Ltd’s holding on this resolution.
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Panther Securities P.L.C. FORM OF PROXY
I/We of
being (a) members(s) of the above-named Company, HEREBY APPOINT Mr. Andrew Stewart
Perloff, whom failing Mr. Simon Jeffrey Peters, whom failing the Chairman of the Meeting as my/our
proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be
held on 18 June 2025 and at every adjournment thereof, (if you desire someone else to act as your proxy
delete these names and insert the name of the proxy desired). This form is to be used.
For
Against
Withheld
Ordinary Resolutions
1
To receive and adopt the Group Strategic Report, Directors’
Report, and Financial Statements for the year ended 31 December
2024
2
To authorise the payment of a final dividend of 6.0p per ordinary
share.
3.1
To re-elect Peter Kellner who is retiring by rotation, as a Director.
3.2
To re-elect Bryan Galan who is retiring by rotation, as a
Director.
4
To reappoint the auditors Crowe U.K. LLP and to authorise the
Directors to determine their remuneration.
5
To authorise the directors to exercise all the powers of the
Company to allot relevant securities in accordance with Section
551 of the Companies Act 2006
Special resolution
6
To empower the directors under section 571 of the Companies
Act 2006 to allot equity securities by dis-application of
statutory pre-emption rights
Ordinary Resolutions
7
To authorise the directors to exercise the Company's powers to
purchase its own shares by way of market purchase in
accordance with the Companies Act 2006.
8
To authorise the directors to make a payment of up to £25,000
by way of donation to the Reform Party.
As witness my/our hand this ____ _________ day of _________________ 2025
Signatures(s) ________________________________________________
Notes:
Please indicate how the proxy is to vote by inserting “X” in the appropriate box opposite each resolution.
Unless otherwise instructed the proxy will vote or abstain from voting, as he thinks fit.
A corporation should execute its proxy under its common seal or under the hand of a duly authorised officer or attorney.
Proxies should be lodged with the Registrars not later than forty-eight hours before the day and time of the meeting.
A proxy need not be a member of the Company
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution
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THIRD FOLD AND TUCK IN
_________________________________________________________________________________________________________________
SECOND FOLD
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