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Mountview Estates P.L.C.
Annual Report and Accounts 2025
Mountview Estates P.L.C.
Mountview House, 151 High Street, Southgate, London N14 6EW
Tel:+44 (0) 20 8920 5777 Fax:+44 (0) 20 8882 9981
www.mountviewplc.co.uk
MOUntccouAandtrpoReAnnualC..Ls.SEATTSEWEIVTNP2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
About Us
Mountview Estates was established in 1937 as a small family business
based in North London by two brothers, Frank and Irving Sinclair.
Mountview Estates P.L.C. is a Property Trading Company.
TheCompany owns and acquires tenanted residential property in
England and Wales and sells such property when itbecomes vacant.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Our Performance
Revenue Gross Profit Profit before Tax
9.3% 12.8% 17.4%
£72.1m £42.2m £31.3m
(2024: £79.5m) (2024: £48.4m) (2024: £37.9m)
Shareholders’ Earnings per Net Assets per Dividend per
Equity Share Share Share
0.8% 17.3% 0.8%
£402.7m 602.5p £103.3 525p
(2024: £399.6m) (2024: 728.9p) (2024: £102.5) (2024: 525p)
Mountview Estates P.L.C. advises its shareholders that, following the issue of the final results, the relevant dates in respect of
the proposed final dividend payment of 275 pence per share are as follows:
Ex dividend date 10 July 2025
Record date 11 July 2025
Payment date 18 August 2025
Contents
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
01 Our Performance 67 Consolidated Statement 107 Table of Comparative Figures
of Comprehensive Income
02 Chairman’s Statement 108 Notice of Meeting
68 Consolidated Statement
04 Chief Executive’s Statement 113 Shareholders’ Information
of Financial Position
05 Our purpose and how we Operate
69 Consolidated Statement
06 Where we Operate
of Changes in Equity
06 Review of Operations
70 Consolidated Cash Flow Statement
11 Review of Business and Principal Risks
71 Notes to the Consolidated Financial
13 Viability Statement
Statements
14 Section 172 Statement
88 Independent Auditors’ Report to the
17 TCFD Disclosures
Members of Mountview Estates P.L.C.
94 Company Balance Sheet under UK
GAAP FRS 102
GOVERNANCE
95 Company Statement of Changes in
26 Directors and Advisers
Equity under UK GAAP FRS 102
27 Directors’ Report
96 Notes to the Financial Statements
35 Statement of Directors’ Responsibilities
under UK GAAP FRS 102
36 Corporate Governance
102 Independent Auditors’ Report to the
Members of Mountview Estates P.L.C.
41 Report of the Nomination Committee
on the Parent Company Financial
45 Report of the Audit and Risk Committee
Statements
51 Remuneration Report
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Chairman’s Statement
Dear Shareholder
GOVERNANCE
The Financial Reporting Council’s revised UK Corporate
INTRODUCTION
Governance Code (the 2024 Code) was published last
Mountview’s strategy and focus on the regulated tenancy
year, with a focus on internal controls and other changes,
sector means that uneven movement in our annual results
including some adjustments to remuneration guidance. As
is an inherent feature of our business. The nature of our
we have a scheduled review of our Remuneration Policy,
property portfolio and prudent financial management
prior to submitting the Remuneration policy to shareholders,
mean that rental income alone generates a core surplus,
at the forthcoming AGM, we opted to adopt certain
with property sales delivering the additional margin that
provisions of the 2024 Code related to remuneration matters
supports dividends and reinvestment. This year was no
early. Further details are provided in the Remuneration
exception. However, with fewer properties becoming
Committee Report (see pages 51-66).
available for sale, results were understandably down on last
year.
PEOPLE
As noted in the Nomination Committee Report, this year
A key factor in delivering these results is that we enjoy
saw changes at Board level with the appointment of
strong continuity within our team, with average tenure
Tracey Hartley, whom we welcomed to the Board as an
remaining in double digits. Staff changes arise mostly
Independent Non-Executive Director from 1 January 2025.
through retirements or changes in personal circumstances.
At Board level, we have seen our first changes in several
Her appointment follows a comprehensive search for a
years, these are detailed below and in the Nomination
successor to Mhairi Archibald, who will step down following
Committee Report. We are confident that the current team
the 2025 AGM. On behalf of the Board and all at Mountview,
has the skills and experience required to steer Mountview
I thank Mhairi for her dedication and contribution to the
through the months and years ahead.
Board since joining us on 1 July 2014, and wish her all the
best in her future endeavours.
OPERATIONAL PERFORMANCE
In the auction room, our primary route for sales, our
Finally, the performance of Mountview continues to be
properties remain attractive to buyers seeking improvement
driven by the skill, experience, and commitment of our
potential, either for primary residence or investment, with
people. On behalf of the Board, I extend sincere thanks
the average price achieved in the year being £360,000,
to our entire team for their hard work and dedication
reflecting ongoing market resilience.
throughout the year.
We have maintained our ability to replenish our trading
properties, primarily through portfolio acquisitions. Over the
past three years, property sales have been closely matched
by purchases, preserving the overall size of our holdings.
We remain well-positioned to generate consistent base-
level revenues and profitability from our rental income,
complemented by the larger contribution arising from
property sales —factors which underpin our dividend
decisions. Given these considerations, the Board has
resolved to maintain the final dividend at 275p per share.
02
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Mountview Estates P.L.C. Annual Report and Accounts 2025
OUTLOOK
The UK economy faces persistent headwinds, with the
property market particularly affected by demand pressures,
supply constraints and affordability challenges. Additionally,
new legislation will place further obligations on the sector.
While Mountview is somewhat insulated by its regulated
tenancy focus, we too must adapt—particularly in areas such
as Minimum Energy Efficiency Standards (MEES).
Despite these challenges, and the fall in this year’s profits,
we are confident that our strong financial position and
experienced team will allow us to respond effectively to
the evolving landscape, sustain profitability, and continue
delivering long-term value for shareholders.
A.W. Powell
Non-Executive Chairman
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Chief Executive’s Statement
Dear Shareholder,
It is now 88 years since Frank and Irving Sinclair, my uncle
and my father, founded Mountview Estates. It obtained a
full Stock Exchange listing in 1960 but control of a majority
of the shareholdings remains within the Sinclair family. The
original objective of enhancing the family’s standard of living
has served all shareholders well and the five pence shares
now change hands at nearly one hundred pounds per share.
Writing this statement has often been easy as the Company
has blossomed from its humble beginnings but this time
some of the figures are disappointing. Whilst the law of
averages works very well for us it does not guarantee a
minimum number of vacant possessions. Thus with less
properties sold it is quantity rather than quality that has had
the greater effect on turnover. Administrative expenses
have been well contained but net finance costs have
increased by over 33%. Thus we must report a drop in
earnings per share of 17.3%.
The quality and quantity of our purchases in recent
years have put the Company in a good position going
forwards and we continue to be offered further purchasing
opportunities. We have always kept the Company’s gearing
low but with the cost of money at its present level we must
be ever more conscious of this expense and it does not
help us that the average sale is taking longer to complete.
We believe that this Company will continue to be a sound
investment and we will never do anything that would
compromise its financial stability, but it is hard to believe
that the government’s policies can lead to a stable housing
market.
The Company continues to be in a strong position and can
look forward to years of profitable trading looking after its
employees and shareholders alike. Our employees have
received pay rises which will help to protect them against
inflation and despite lower profits we believe that the final
dividend should be maintained at the same level as 2024.
If this final dividend of 275 pence per share is approved at
the Annual General Meeting to be held on 13 August 2025
it will be payable on 18 August 2025 to shareholders on the
register at 11 July 2025.
D.M. Sinclair
Chief Executive Officer
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Our purpose and how we Operate
Mountview’s core purpose is to acquire and maintain
We note below and elsewhere in this report examples of
regulated tenancy residential property providing open term
how we view these responsibilities and the steps we have
below market rent accommodation for our tenants for life or
taken to build them into our day to day activities.
until we get vacant possession when we sell such properties.
GOVERNANCE:
In meeting this purpose, the Group has a long established
The Board has responsibility for overseeing the adoption of
strategy, business model and set of operating procedures.
ESG considerations into our decision making and our day
All these have been developed and refined by marrying the
to day operations. For example, when making investment
values of the founders and the knowledge and experience
decisions environmental considerations and community
of our executives and staff with the evolving environment
impact form a part of the due diligence process. Similar
that we operate in. The strategy and business model are
considerations apply to routine operational questions that
reviewed annually and discussed with major shareholders,
are delegated to our teams – including, when needed,
the majority of whom have confirmed their support for the
an escalation process to have proposed courses of action
Company to continue to operate unchanged.
considered by the executives or the Board. ESG matters
Our key strengths that underpin our culture and support our
identified or escalated, are reported by exception to the
continuing success are:
Board and considered during our discussion of risks facing
the business.
• Our team’s experience and knowledge of their sector
and the communities we operate in
STAKEHOLDERS AND SOCIAL AND COMMUNITY
• A long-term view, underpinned by our founders' values
ISSUES:
• A conservative approach to financing, and management
Our section 172 Statement is set out on page 14, it
of our cost base
describes how and where we engage with our wider
• Investing responsibly to maintain our existing assets and
stakeholder group and our impact on local communities
acquire new assets
– for example through seeking local contractors where
• Operating responsibly in the communities we serve
possible to aid proximity between suppliers and tenants and
This purpose and our values have served us well during
retain the economic benefits within the local community.
uncertain times, for example during the Covid-19 pandemic
Our approach to employee engagement, training and
whose after effects continue to linger for some stakeholders.
diversity matters is set out in the Directors’ Report on pages
Uncertainty remains a factor as internal and external price
31 and 32.
pressures and the continuing geo-political uncertainties that
Given the size of the Group and the nature of its business
are weighing on business and consumer sentiment present
as a property trading company, the Group has developed
serious challenges to the wider economy and as a result
informal approaches to social, human rights or community
affect our different stakeholder groups who often have
issues, that are based on our values and which are reflected
conflicting needs, some familiar though some prompting
in our staff manual and also our supplier code of conduct,
a re-think of how we currently work. In the face of these
but without being converted into formal umbrella policies.
challenges our teams drew on:
This is kept under review.
• their long experience of both the Group and our
THE ENVIRONMENT:
markets aligned with
Similarly, for the environment, as explained more fully in our
• creativity, as we seek ways to meet the challenges placed
notes on TCFD (pages 17 to 25) and also on page 31, we are
by external events beyond our control, followed by
mindful of our impact on the climate and our contribution
• learning and continuous improvement of our standard
to the national initiatives for tackling climate change.
operating practices to accommodate the changing
Accordingly we adopt practices aimed at reducing our
environment and
environmental impact and thus contributing to addressing
• communications with affected stakeholder groups so
climate change. We use sustainable energy suppliers where
that they understood what was being done and why.
possible and promote the use of eco products and recycling
We are grateful to all our teams for the way that they adapt
in our operations. However, as our total carbon footprint
while being mindful of the concerns of our stakeholders and
is minute in a UK context (see our Streamlined Energy and
our people and tenants in particular.
Carbon Reporting disclosures on pages 29 to 31) we have
not converted these principles into a formal policy. We
CORPORATE RESPONSIBILITY:
keep this under review, including during discussion of risk at
The Group recognises that it has a role that extends beyond
Board meetings, and should we conclude that, from either
the direct legal and financial obligations that follow from
internal or external sources, formal policies are warranted
carrying out its day to day operations for example into wider
we would develop and adopt them.
Environmental, Societal and Governance (ESG) areas that
are of concern to the UK as a whole and where collective
action is needed to address current and emerging issues.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Where we Operate
KEY
30.8% London (North)
The figures on the map are calculated as a
percentage of the total value of Inventories of
21.5% London (South)
Trading properties.
19.5% South East
Bedfordshire
Berkshire
Buckinghamshire
Cambridgeshire
Essex
Hertfordshire
Middlesex
Norfolk
1.5%
Northamptonshire
Oxfordshire
Suffolk
19.5%
8.2%
18.5% South
Dorset
30.8%
Hampshire
Isle of Wight
Kent
Surrey
Sussex
18.5%
1.5% North
21.5%
Midlands
Derbyshire
Leicestershire
Nottinghamshire
8.2% Remainder of
England and Wales
Review of Operations
The Group’s strategy and business model is
Revenue Gross Profit
simple. We are a property trading company
that buys tenanted properties at a discount to
£72.1m £42.2m
estimated vacant possession value and then
sells them when they become vacant.
(2024: £79.5m) (2024: £48.4m)
OUR PORTFOLIO
Analysis of the Group Trading portfolio by type as at
Categories of property held as trading stock
31 March 2025 and 2024
2025 2024
The Group trades in the following categories:
No. No.
of Cost of Cost
• Regulated tenancy residential units
units £m units £m
• Assured tenancy residential units
Regulated, Assured Shorthold
tenancies, & Other
1,792 367.4 1,836 354.3
• Life tenancy residential units
Assured tenancies 314 62.9 301 56.6
• Freehold and leasehold ground rent units
Life tenancies 179 31.9 183 30.8
A unit is a property, however large or small, whether
Freehold & leasehold ground
freehold or leasehold, which is held subject to one tenancy.
rents
1,102 4.6 1,132 4.7
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Analysis of the Group Trading portfolio at the lower of cost and estimated net realisable value by geographical location
as at 31 March 2025
Regulated, Assured
Shorthold tenancies,
Assured tenancies Life Ground 2025 2024
& other tenancies rents Portfolio Portfolio
£m £m £m % %
London (North) 139.9 0.5 3.5 30.8 31.1
London (South) 84.7 14.9 0.8 21.5 21.3
Bedfordshire, Berkshire, Buckinghamshire,
Cambridgeshire, Essex, Hertfordshire, Middlesex, Norfolk,
Northamptonshire, Oxfordshire, Suffolk 86.6 4.1 0.2 19.5 19.4
Dorset, Hampshire, Isle of Wight, Kent, Surrey, Sussex 80.9 5.5 0.1 18.5 18.1
Midlands, Derbyshire, Leicestershire, Nottinghamshire 6.5 0.3 – 1.5 1.6
Remainder of England and Wales 31.7 6.6 – 8.2 8.5
VACANT PROPERTIES
The number of properties which were vacant and their status at the end of the financial year are set out below.
31.03.25 31.03.24
Exchanged and due for completion 17 27
Under offer 23 22
Marketed by private treaty 21 22
Scheduled for Auction 8 6
Not self contained/requiring remedial works 10 9
Legal and insurance issues 6 4
85 90
SALES
At Mountview, we have a relatively straightforward yet proven way of working: we buy tenanted residential properties and
sell them when they become vacant. We buy both regulated tenancy and life tenancy properties.
Regulated tenancies which are characterised by rental returns below market value, are decreasing in total number as, since
the Housing Act 1988 no new regulated tenancies have been created. Nonetheless, as described below under Purchases,
opportunities to acquire regulated tenancies continue to be available to allow us to refresh the portfolio by replacing sold
stock with further tenancies.
Life tenancy stock has nominal rental income, is bought at a greater discount to vacant possession value and has a
higher margin on sale. A key attraction of this sector to Mountview is the fact that property maintenance is usually the
responsibility of the life tenant and this leads to lower ongoing costs to the Group. We carry out regular checks to ensure
that all properties are maintained in good condition.
During the financial year we achieved sales of £49.8 million (2024: £59.1 million), demonstrating the liquidity of the Portfolio.
Included in the sales figure is an amount of £1 million for a group of 49 garages and ground rents that were sold as a single
lot during the year. The average sales price achieved, excluding sales of ground rent, was £360k (2024: £372k).
The Group’s sales for financial years 2025 and 2024 are set out below
2025 2024
Sales £m £m
Gross sales of properties 49.8 59.1
Cost of properties sold 23.6 24.7
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
Sales price range – 2025 No of units Sales price £m Location
1 million + 4 5.0 London & South East
500,000 – 1 million 22 14.7 London & South East
below 500,000 118 30.1 London & others
Sales price range – 2024 No of units Sales price £m Location
1 million + 2 5.1 London & South East
500,000 – 1 million 28 17.1 London & South East
below 500,000 144 36.9 London & others
Further information is provided in Note 4 to the Consolidated Financial Statements on page 77.
PURCHASES
The majority of our residential properties that are subject to a regulated tenancy are concentrated in London and the South
East. Returns from the regulated portfolios are derived from a combination of below market rental income and trading
profits on the sale of property, when the property becomes vacant and the reversionary gain is crystallised.
Most properties acquired are unimproved and therefore of low average value. One of the core Mountview capabilities
is to actively maintain and manage these properties, including to meet changed legal requirements we also identify
opportunities to add value by carrying out refurbishments prior to their sale. The greatest gains on vacant possession are
available at the upper end of the market and this is where we concentrate our refurbishment activities. These properties are
predominantly sold by private treaty.
The Group’s trading properties are carried in the balance sheet at the lower of cost and net realisable value. Net realisable
value is the estimated net proceeds of sale if the property, in its current condition, were to be vacant at the date of the
balance sheet.
ANALYSIS OF ACQUISITIONS
The Group’s acquisitions for financial years 2025 and 2024 are set out below. The analysis does not include SDLT, legal and
commission expenses directly related to the acquisition of properties or any repairs of a capital nature.
Year ended 31 March 2025 No. of units Cost £m
Regulated and other 95 33.46
Assured tenancies 13 4.90
Life tenancies 13 2.09
Freehold & Leasehold ground rents 1 –
Ground rents created 5 –
Total 127 40.45
Not included in the above table:
Assured tenancies created 13
THE TABLE ABOVE INCLUDES THE FOLLOWING:
Regulated Assured Life Ground
Portfolios Cost £m No. of units tenancies tenancies tenancies rent
Barrington Portfolio 27.48 72 63 8 – 1
Project Flag 57 8.68 29 24 5 – –
Pine Close 2.25 14 1 – 13 –
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Year ended 31 March 2024 No. of units Cost £m
Regulated and other 105 34.94
Assured tenancies 28 9.67
Life tenancies – –
Leasehold ground rents 2 0.07
Ground rents created 12 –
Total 147 44.68
Not included in the above table:
Assured tenancies created 8
THE TABLE ABOVE INCLUDES THE FOLLOWING:
Regulated Assured
Portfolios Cost £m No. of units tenancies tenancies
Flag Portfolio 13.45 41 33 8
February Portfolio 12.45 37 27 10
September Portfolio 4.50 11 11 –
Invicta Portfolio 4.00 12 11 1
Southern 2023 Portfolio 4.00 17 14 3
RENTAL INCOME
negotiations and potential monetary easing to navigate
The Company’s rental income is derived from five different
these uncertainties facing the wider economy. In relation to
sources:
property there have been mixed drivers affecting supply and
demand and thus market moves though the trends have
• Regulated tenancies
continued to be gently upwards. In the face of increasing
• Assured tenancies
regulatory and legislative pressures, the exodus of private
• Assured shorthold tenancies
landlords from the private rented sector (PRS) has continued
thus squeezing supply of rental properties. On the other
• Life tenancies
hand, many of these properties have been put up for sale
• Ground rents
and renters faced with higher rents and encouraged by
Where possible we still target those properties where
lowering interest rates have been entering the property
the rent is capped and where our team has identified
market. The overall effect has been to support sales prices
opportunities to make key improvements. For example,
though supply issues continue in the rental sector. The
after discussing proposals with the tenant, installing services
longer term Government plans to build 1.5million houses
and amenities that have been lacking in the past can both
in the next five years would go a long way to addressing
improve conditions for our tenants and lead to an increase
housing pressures. However similar targets have been
in rental income.
set and missed in the past and there are notably supply
constraints for both raw materials and skilled builders to
The operating contribution from the core business
build the houses that unless addressed will hamper the
(comprising profits on sale of trading properties and rental
achievability of these targets. The jury remains out on this
income) is analysed in Note 4 on page 77.
outlook as this is a market with many moving parts that
SUMMARY PROSPECTS FOR THE GROUP
could stall progress.
This time last year the outlook was characterised as finely
As noted last year, we are fortunate that the properties that
balanced where, despite economic indicators being
Mountview brings to auction are typically in high demand
seemingly more positive, any one of a number of factors
as they offer a lower priced entry to the housing market or,
could tip the balance downwards. In the event while
if sold to developers, provide opportunity for ‘developer
the UK avoided a recession, economic growth remained
profit’. We are hopeful therefore that Mountview will
sluggish amid global trade challenges, domestic fiscal
continue to be well placed to weather any turbulance in
constraints, and declining public confidence, notably
the general housing market, should it occur, through both
after the 2024 budget. Looking forward, while the UK
continuing sales of attractive properties and also with the
economy is projected to grow modestly in 2025, it faces
opportunity to purchase potentially discounted replacement
significant headwinds from international trade tensions and
properties both through auction and private tender.
domestic challenges. Policymakers are focusing on trade
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
As described earlier, 2024-25 has been another good year for purchasing and where the professional knowledge and skills
of our compact team ensured that, as well as overseeing a healthy sales stream, we were able to purchase properties for a
total of £40.5 million.
Our strength is based on a tight focus on our core business of regulated tenancies together with a prudent operational
approach. We have kept gearing low while accommodating the continued purchasing programme.
Since the end of the financial year on 31 March 2025 we have continued to sell and purchase properties through auctions
and we are pleased with the results achieved. Given our financial strength, we believe that we are in a strong position to
take advantage of any prime purchasing opportunities which may arise in the future.
INVESTMENT COMPANIES
The analysis of the investment portfolio as at 31 March 2025 is as follows:
2025 2024
Louise Goodwin Limited 22 units 23 units
A.L.G. Properties Limited 0 units 4 units
All of the properties are situated in Belsize Park, London NW3, one of the capital’s most prestigious locations.
Louise Goodwin Limited and A.L.G. Properties Limited were purchased in 1999 when we took the opportunity to build
a presence in one of the best locations in London. Although rental returns have proven to be less significant than we
anticipated, the investment portfolio has nevertheless generated consistently strong cash flow.
During the financial year we disposed of 5 units for £4,760,000 (2024 £Nil). The difference between the sales price of
£4,760,000 and the market value of £3,875,000 resulted in a gain of £885,000. This is shown as a separate line item in the
Consolidated Statement of Comprehensive Income for the year ended 31 March 2025.
We will continue to maintain our strategy for the investment portfolio, deriving rental income in the short to medium term
and capital through sales during favourable market conditions. We are prepared to refurbish the properties and sell them
by private treaty to purchasers who actively seek homes in this area.
After allowing for the effect of sale of investment properties the valuation of the investment portfolio decreased during the
year by £23,000 (2024: increased £153,000). The properties within the investment portfolio have been revalued externally
by Allsop LLP, for the purpose of these accounts. The value attributed to each individual property reflects the change in its
condition where appropriate and any adjustment resulting from changes in market circumstances.
We have disposed of all units in A.L.G. Properties Limited on leases but retain the freehold which is included in the
valuation of the investment portfolio disclosed in Note 13 to the Consolidated Financial Statement on page 81.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
REVIEW OF BUSINESS AND PRINCIPAL RISKS
Details of the Group’s performance during the year and expected future developments are contained in the Chief
Executive’s and Chairman’s Statements as well as this Strategic Report. The Group has the following Financial Key
Performance Indicators:
FINANCIAL KEY PERFORMANCE INDICATORS
INTEREST COVER IN
RELATION TO PROFIT
EARNINGS PER SHARE
REVENUE (£m)
PROFIT BEFORE TAX (£m)
BEFORE INTEREST
(Pence)
 9.3%  17.4%
AND TAXATION
 17.3%
79.5 37.9
11.2
728.9
72.1
31.3
602.5
7.3
20252024
20252024
20252024
20252024
DIVIDEND PER SHARE
NET ASSETS PER SHARE (£)
for year (Pence)*
 0.8% GEARING RATIO (%) 
103.3 102.5 16.5
525
525
14.1
20252024 20252024 20252024
* Subject to the approval by shareholders of final dividend of 275 pence at the 2025 Annual General Meeting
NON FINANCIAL METRICS:
The Group’s drivers of their main source of revenues and profit arising in the current year – sales on vacant possession – are
beyond the control of the Group as they are in turn driven by factors that are outside the Group’s control: the timing of
vacant possession, the location and thus market price of properties disposed of, the original purchase date and price of the
properties sold and the current market appetite for the properties that are sold.
Consequently, in view of this and the stable and long standing nature of the Group’s business model and operating
procedures, and the very close involvement of the Executive Directors in the day to day operations of the business, the
Group has not developed and does not use non-financial indicators as the Directors believe that they would not add to the
Group’s ability to manage the business day to day.
The Board do receive regular updates from the Executive Directors and also from the heads of department who report
on salient matters arising in their areas of responsibility and on their programme of upcoming routine and project work.
These reports do not contain standard recurring statistics focusing instead on immediate matters for consideration that vary
meeting to meeting.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
RISK MANAGEMENT APPROACH 3. FINANCIAL
Making effective decisions to realise our strategic and
RISK
operational aims is underpinned by our risk management
Reduced availability of financing options resulting in inability
processes that embrace monitoring of currently identified
to meet business plans.
risks, scanning for emerging risks and then once identified
assessing those risks and our response to them within our
MITIGATION
context and the challenges placed on us by the external
The Group monitors its bank accounts and loans closely to
environment. The Audit and Risk Committee maintains our
maintain sufficient capacity. We review our loan facilities
risk matrix which classifies risks broadly between those for
regularly. The Group is conservatively geared and operates
active and regular monitoring and those for reporting on by
well within financial covenants. Financial Key Performance
exception and reports on them to the Board (Risk Matrix).
indicators are on page 11. Details of the Group’s current
The Risk Matrix contains risks related to past risks that
facilities are set out in Note 18 on pages 83 and 84.
have materialised and have been addressed but which are
currently considered to be remote for example pandemic
4. DIVIDENDS
response informed by our experience during the Covid-19
RISK
pandemic. The Risk Matrix also includes risks where the
The Group seeks to provide shareholders with good returns
impact could be high, but probability is deemed low and it
on their investment. This aim could be put at risk if the
is these risks in particular that we consider when assessing
Group was unable to sustain the level of dividends for
longer term resilience and viability.
anyreason.
Using our Risk Matrix we have carried out a robust
MITIGATION
assessment of the principal risks facing the Company,
including those that would threaten its business model, future
We carefully monitor our strategy and our results in order to
performance or solvency. The following list of risks does not
identify any risk to dividend levels.
comprise all of the risks the Company or Group may face, and
The Group maintains a strong balance sheet. With
they are not presented in order of importance.
appropriate banking facilities, we are able to maintain
1. TRADING STOCK – REGULATED
our trading stock by taking advantage of purchasing
opportunities when they occur.
TENANCIES
RISK
5. PEOPLE
Reduced opportunity to replace asset sales of vacant
RISK
properties due to the reducing number of regulated
Capacity to maintain strategy is compromised due
tenancies available for purchase.
to inability to attract and retain suitably experienced
MITIGATION
employees.
The Group has developed clear criteria that are applied
MITIGATION
when considering asset purchases. Using these, the Group
Mountview employs a relatively small workforce which
has again performed excellently in a difficult market
enables personal interaction at all levels.
replacing properties sold in the year ended 31 March
2025, through substantial purchasing during the year. The
The Company has a stringent recruitment process to ensure
‘Analysis of Acquisitions’ is on pages 8 and 9.
we employ appropriately skilled staff. We carry out regular
appraisals and offer employees opportunities for training
2. MARKET
and development courses. The Company has a good record
RISK
of long-term service, a great number of our employees have
Weak macro-economic conditions triggered by external
worked for the group for over 12 years. Details of employees
events such as geo-political matters (e.g. Brexit, Covid-19
and diversity are set out in Notes 9 and 10 of the Directors’
and military and trade wars) or UK-based regulatory or
Report on pages 31 and 32.
legislative changes impacting on market structure and
confidence.
6. REGULATORY
RISK
MITIGATION
Risk of not meeting new or changed regulatory
The Group’s exposure is weighted towards the stronger
requirements and obligations that affect the Group’s
London and South East markets and this geographical area
business activities and could lead to fines or penalties.
has over the long term consistently been an above-average
performer.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
MITIGATION
THE OVERALL RISK ENVIRONMENT
The Group engages in close working relationships with
Given Mountview’s business model and financial
appropriate authorities and advisers to ensure it meets its
strength, while any risks materialising could well have a
obligations.
negative impact on short term performance, and lead to
inconvenience, none are significant enough to threaten
7. OPERATIONS AND PROPERTY
the continued existence of the Group. We are confident
MAINTENANCE
that we can meet our strategic and operational goals and
RISK
in particular are in a strong position to take advantage of
Legal action against the Group for failure to meet its
purchasing opportunities as they arise. Where the likelihood
obligations under property management and safety legislation.
of a risk materialising becomes high and imminent, we
MITIGATION
factor accommodating the risk, into our operational plans
In addition to its own regular inspections, the Group
to be activated once the impact is clear. This is the case
engages professional external companies to undertake
with the Climate Transition risk related to tightening EPC
health and safety, gas and electrical checks, fire risk
requirements where our teams are monitoring progress of
assessments, etc to ensure we meet our commitments as
the legislation. Other risks are considered to be broadly
employers and landlords. Our staff receive regular training
unchanged from 2024 with moderate assessments for both
to ensure their skills are kept up to date.
probability of occurrence and impact.
Our Compliance Officer monitors our performance against
These principal risks were part of the Group’s assessment of
existing regulations and tracks and prepares for new
long term viability, details of which are set out in the viability
requirements as they are published.
statement below.
8. CLIMATE
VIABILITY STATEMENT
RISK
In accordance with the 2018 UK Corporate Governance
The impact on the Group of climate related matters. For
Code (the 2018 Code) the Board has assessed the prospects
example, changing regulations or physical risks following
of the Group over a longer period than the 12 months
changing weather patterns, including extreme weather
required by the ‘Going Concern’ provision. The Directors
events, that could lead to increased wear and tear or other
have assessed the viability of the Group over the three year
property damage and transition risks, for example following
period to 31 March 2028 and conducted this review taking
regulatory changes.
account of the Group’s current financial position, longer
term strategy, principal risks and future prospects and plans.
MITIGATION
The regular inspections noted above provide the Group
A three year period is considered appropriate for the
with opportunities to identify properties that may be at risk
assessment as it corresponds with the Group’s internal
which would be considered for more frequent inspections.
planning period and, in addition the term of the debt
Due diligence for purchases aims to identify properties with
facilities supports an assessment over this period.
higher than normal inherent risks for flooding or other water
The strategy of the business is set at Group level and is
risks. We explain more fully on pages 17 to 25 in our notes
reviewed throughout the year at Board meetings in the light
on TCFD how we approach and handle climate related risks.
of market conditions and investment opportunities. This
strategy is based on a tight focus on our core business of
EMERGING RISK
regulated tenancies, together with a prudent approach to
As well as monitoring the incidence of currently identified
key financial ratios and funding requirements. The Board
risks we also look for emerging trends in operations that
has developed a matrix of risks which it considers at each
could become active risks. In addition, we carry out horizon
meeting. The principal operational risks faced by the Group
scanning through our network of stakeholders, notably
and their mitigation are described on pages 12 and 13.
our advisers, and also by reviewing published emerging
The Group’s Financial Risk Management Objectives and
riskreports.
Policies are shown in Note 3 on pages 76 and 77 Notes to
Where emergent risks arise and are concluded to be
the Consolidated Financial Statements. The consolidated
relevant to Mountview’s business then when considering
risk register is maintained by the Audit and Risk Committee
which risks, including climate risks, to include in our
as described in the Report of the Audit and Risk Committee
framework we use the TRAP (Terminate; Reduce; Accept;
on page 47.
Pass on) model to guide our approach.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
In assessing viability, the Directors considered the principal
SECTION 172 STATEMENT
risks (see pages 12 and 13) in severe but plausible scenarios
RELATIONS WITH SHAREHOLDERS AND
up to and including double digit impacts on revenue
OTHER STAKEHOLDERS
streams, costs and interest, their potential impact and
The Board recognises that effective engagement with our
how to manage them. In the current year, and as further
stakeholders is a key part of our operations and meeting
discussed in our TCFD disclosures (pages 17 and 18), this
our strategy. The 2018 Code and its successor the 2024
analysis also included scenarios reflecting different impacts
Corporate Governance Code increased the profile given to
related to climate change including a heightened regulatory
stakeholder engagement. Recognising this and in support
regime and a greater incidence of flooding or other extreme
of the matters set out in Section 172(1) of the Companies
climate events.
Act 2006 we have established a process of periodic review
On the basis of this and other matters considered and
of our stakeholder groups and for each key stakeholder
reviewed by the Board during the year, the Board confirms
codified how we engage with them. This work has created
that it has reasonable expectations that the Group will be
a clear framework for the Board to work with when taking
able to continue in operation and meet its liabilities as they
material decisions as it provides a checklist to ensure we
fall due over the three year period used for the assessments.
identify and consider those who could be affected.
The Directors consider the following factors to be key to this
Intuitively the Board has for many years taken account of
assessment:
the various stakeholder groups when considering major
• The Group’s properties are attractive to a broad
decisions. The framework provides us with a tool to help
constituency of buyers and can be marketed through
ensure that in major decisions we do consider the relevant
different channels if needed
stakeholder groups, and has been used during the year, for
• The Group’s rental income is sufficient to cover expenses
example:
in the event of market illiquidity
• Acquisition of properties when offered portfolios and
• The Group has strong reserves and low indebtedness,
considering which properties we make an offer on;
which would enable it to take profitable advantage of
• Maintenance in deciding on the scope of works and the
adverse market conditions
contractors to engage;
• The Group maintains contingency and succession
• Other financial decisions for example those related to
planning covering the unexpected absence of key
remuneration of all staff, dividends and banking facilities
members of staff.
needed; and
Given Mountview’s strong financial position each of the
• Reviewing and updating the Group's Risk matrix,
Directors considers that the Group is well positioned to
including the impact of risks on staff, tenants and other
take advantage of both favourable and adverse market
stakeholder groups.
conditions. The Group also has adequate banking facilities
The majority of decisions which involve stakeholders are
in place over a spread of maturities which could be
operational in nature and are delegated down to the teams
renegotiated, augmented or replaced if necessary within the
dealing with the individual stakeholder groups to ensure
required timescales.
timely responses to questions or issues raised. Responses
to issues arising, particularly new issues and those affecting
multiple stakeholder groups, present the opportunity for
creativity in reaching effective solutions and for our teams
to learn and, where appropriate, update our standard
operating procedures.
Communication is the watchword in handling matters
arising and assists in ensuring that stakeholder needs
are properly understood and taken into account when
making operational or strategic decisions. As noted in our
commentary on "Our purpose and how we operate" on
page 5 there were occasions where the needs of different
groups conflicted and a decision was needed that would not
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Mountview Estates P.L.C. Annual Report and Accounts 2025
fully satisfy all parties. In taking these decisions the overall
3. CONTRACTORS AND SUPPLIERS
wellbeing of the groups affected is a primary consideration
• All contractors are subject to thorough review by our
in reaching our eventual course of action.
property management team when first appointed
and periodically thereafter. All contractors must sign
As described elsewhere the Board gets regular updates
up to our Contractor Code of Conduct. Similarly, all
from the heads of department both through the Executive
consultants or advisers are subject to review by the
Directors and in writing. In rare cases, for example if
Board before appointment. Major appointments – such
the needs of different stakeholder groups, including
as the external auditors are subject to a formal tender
environmental considerations, are not aligned and time
process and annual appointment. The appointment
is not a critical factor, these decisions may be referred to
of Moore Kingston Smith LLP as our auditors in 2024
the Executive Directors or the Board for consideration or
followed this process.
endorsement of proposed action.
• Regular contact between the part of the business that
The Board keeps our stakeholder framework under regular
engages the contractor/supplier means that we are able
review and updates as we identify new groups or changes
to provide and receive feedback to improve the level of
to the nature, scope or extent of engagement with existing
service going forward.
groups. The list below shows the key stakeholders identified
and outlines the nature of our engagement with each of
4. FUNDERS – BANKS
them; there were no changes in our key stakeholders during
• The CFO holds regular meetings with our principal
the year.
banks. At the time that facilities are renewed the CEO
and CFO negotiate the new agreement.
STAKEHOLDER GROUPS AND NATURE
OF OUR ENGAGEMENT:
5. CUSTOMERS – TENANTS AND BUYERS
REGULATED TENANCIES
1. SHAREHOLDERS
• These tenants form the bulk of our ‘customers’.
• In addition to reporting formal financial results twice
We engage with them periodically in relation to
a year, the AGM presentation and discussion and
services in the properties, when necessary to ensure
regulatory announcements throughout the year, the
our compliance with all obligations, to highlight
Chairman and other members of the Board hold ad hoc
opportunities - for example the ECO4 grants scheme
meetings or calls on request with shareholders. This
or on an ad hoc basis. Should tenants report any issues
includes annual discussions with the major shareholders
with the property, while normal operating practices have
to gather their views on the Company strategy and
been resumed for most tenants, there remain some who
business model. Shareholders of all sizes contact us
are vulnerable due to Covid-19 or other medical matters
throughout the year by letter, phone or e-mail. We
and we modify our work with them accordingly.
respond to questions on an individual basis or by
regulatory announcements depending on the nature of
OTHER TENANCIES
questions asked. A summary of the matters covered in
• Day-to-day engagement with these tenants tends to be
all contact with shareholders, whether by face to face
through the property management team in relation to
or electronic means, is given to the Board at the next
maintenance or the renewals team when tenancies are
available meeting after the discussion or contact.
up for renewal. The same considerations apply to this
group as they do with the regulated tenants.
2. EMPLOYEES
• Section 9 in the Directors’ report explains the
BUYERS AT VACANT POSSESSION
arrangements in place to enable the Company’s staff to
• These buyers tend to be one-off purchasers so that we
engage with the Board. Given the size of the Company’s
do not have on-going relationships with buyers. We
workforce, rather than adopting one of the methods of
maintain a close working relationship with the auction
engagement in provision 5 of the 2018 Code, the Board
houses and estate agents through whom we sell
reviewed and determined that the current arrangements
properties.
are sufficient.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
6. CORPORATE REGULATORY BODIES 9. PROFESSIONAL ADVISERS
• This group includes the Financial Reporting Council CORPORATE ADVISERS INCLUDING AUDITORS
(FRC), the Financial Conduct Authority (FCA) and others
• As described more fully in the Audit and Risk Committee
who are responsible for developments relevant to our
report, our auditors Moore Kingston Smith LLP are in
listing and reporting to our shareholders and others.
their second year in role as our auditors. Our operating
Their role includes changes in law, regulations, listing
engagement with the auditors is set out in the Report
rules (UKLRs) and obligations, accounting and auditing
of the Audit and Risk Committee on pages 46 and 48.
standards, governance standards and any other relevant
Elsewhere, we have long standing relationships with
matters. We regularly review issuers’ websites to remain
other advisers noted on page 26. Wework with them
informed on changes to regulation; similarly our various
on a combination of retainer or ad hoc basis as they
external advisers also alert us to developments that
assist when matters relevant to their area of expertise
they believe should be brought to our attention. These
arise – including input to the Annual Report and
reviews will be followed by ad hoc contact as and when
Accounts, including TCFD matters, and related market
needed for clarification. Similarly, we also assist, when
communications.
requested, in the periodic quality reviews carried out by
In addition we work with a range of external specialists
the FRC and others.
as needed. For example in the current year this has
7. OPERATIONAL REGULATORY BODIES
included working with Allsop LLP on the valuation of
• These bodies include the Gas Safe Register, the Health
investment properties (see Note 13 on page 81), EcoAct
and Safety Executive, The Environment Agency and
in relation to our Carbon reporting (see Note 7 on pages
others. For all, in addition to responding to periodic
29 to 31), Tax Systems and in relation to our ESEF filing
updates, we monitor their websites to remain current on
and publication, FIT Remuneration Consultants LLP on
changes to regulation for their application to Mountview,
remuneration matters, Stephenson Executive Search
followed by ad hoc contact as and when needed for
Ltd for non-executive recruitment and on employment,
clarification. We have appointed an external consultant
Forsters LLP.
to provide Mountview with its own Health and Safety
OPERATIONAL ADVISERS
policy which our contractors agree to abide by. This is
• These advisers include the legal advisers that we work
monitored by the external consultant.
with, notably on property transactions, and auctioneers
and agents who form an essential part of the sales
8. LOCAL GOVERNMENT
process when properties become vacant.
• We liaise with various local Government bodies
and review their websites on a need to know basis.
10. LOCAL COMMUNITIES
Departments in local Government that we may contact
• We engage early with local communities when
on a property specific basis include Social Services
maintenance work could affect them for example
& Environmental Health. We are currently using the
location of skips or disruption during works. Where
Ministry of Housing, Communities & Local Government
possible when maintenance work is needed on our
website in order to ensure compliance with Energy
properties we employ well regarded locally based
Performance Certificates. We also have regular contact
contractors who meet the criteria in our Contractor Code
with rent officers on matters concerning rent, property
of Conduct.
condition and maintenance and other matters that may
arise on an ad hoc basis and periodic contact with local
planning officers as and when works on properties,
including trees with TPOs, need permission before work
can start.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL
DISCLOSURES (TCFD) SUMMARY
INTRODUCTION
Mountview is a supporter of the TCFD including assessing, managing and reporting climate-related risks. This TCFD report
summarises Mountview’s response to the TCFD recommendations and specifically the identified risks and opportunities.
Climate-related information is also reported elsewhere in this Annual Report and is cross referenced in the following table
below.
Governance Response Ref
The Board’s oversight of climate-related Mountview’s Board oversees climate-related matters and reviews Page 19
risks and opportunities reports from the Audit and Risk Committee and Climate Working
Group (CWG) (see below).
Mountview’s CWG progresses and leads on climate-related Page 12
matters feeding in on an ongoing basis climate-related risks
to Mountview’s Risk Matrix maintained by the Audit and Risk
Committee. The Risk Matrix is reviewed at each Board meeting.
Management’s role in assessing and Ultimate responsibility for climate-related matters lies with Page 20
managing climate-related risks and Mountview’s Board and accountability for implementation
opportunities rests with the CEO and the Executive Directors. The CWG was
specifically created in Q1 2022 to consider and review climate-
related risks and opportunities.
Strategy: Response Ref
Climate-related risks and opportunities the Climate-related risks are included in the Risk Matrix as principal Page 13
organisation has identified over the short, risks. Risks and opportunities affecting Mountview over the short
Page 21
medium and long term to medium term include extreme weather impacts and increasing
regulation on the property portfolio and over the long-term
include changing tenant expectations.
The impact of climate-related risks and Climate-related risks are considered in all property acquisitions Page 22
opportunities on the organisation’s and property management decisions.
business, strategy and financial planning
The implications of transitioning to net zero are considered
during strategic and financial planning.
The resilience of the organisation’s Mountview has developed scenarios and assessed the property Page 23
strategy, taking into consideration different portfolio around increased regulation and extreme weather
climate-related scenarios, including a 2°C events. Mountview’s strategy includes upgrading the energy
or lower scenario efficiency of the property portfolio (where possible) in line with
evolving regulation and considering the impacts of climate
such as extreme temperatures and associated heating/cooling
measures.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
Risk Management: Response Ref
The organisation’s processes for The CWG’s climate-related risk assessment identifies transitional Page 23
identifying and assessing climate-related and physical risks. The CWG’s findings are reviewed by the Audit
risks and Risk Committee at each meeting and reported to the Board.
The organisation’s processes for managing The CWG manages and tracks the identified climate-related risks Page 23
climate-related risks and reports to the Audit and Risk Committee and ultimately the
Board.
How processes for identifying, assessing Climate-related risks are included in Mountview’s general risk Page 13
and managing climate-related risks are management processes using the TRAP (Terminate: Reduce;
Page 24
integrated into the organisation’s overall Accept; Pass on) model to determine the response to emerging
risk management risks.
Metrics and targets: Response Ref
The metrics used by the organisation Mountview has Key Performance Indicators to manage climate- Page 24
to assess climate-related risks and related risks and opportunities.
opportunities in line with its strategy and
risk management process
The organisation’s Scope 1, Scope 2, and Mountview’s Streamlined Energy and Carbon Report (SECR Page 29 to 31
if appropriate, Scope 3 greenhouse gas report) includes Scope 1, Scope 2 and relevant Scope 3 GHG
(GHG) emissions, and the related risks emissions.
The targets used by the organisation The CWG has identified short term priorities for the coming year Page 25
to manage climate-related risks and which have received Board approval.
opportunities and performance against
Longer term, Mountview has committed to meeting net zero Page 22
targets
for Scope 1 and Scope 2 and required Scope 3 GHG emissions
before 2050.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
GOVERNANCE
1. BOARD OVERSIGHT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES
Mountview’s Board oversees and has ultimate responsibility for climate-related matters supported by the senior
management teams. The Board receives and reviews reports from the Audit and Risk Committee which is responsible for
maintaining the Risk Matrix and are advised by the CWG in relation to climate-related risks.
Mountview’s CWG includes the Chair, Head of Property Management, Head of IT, deputy CFO and a Non-Executive
Director as an independent observer to scrutinise recommendations, and was specifically created in Q1 2022 to consider
and review climate-related risk and opportunities. The CWG progresses and leads on climate-related matters feeding in on
an ongoing basis climate-related risks to Mountview’s Risk Matrix which includes:
• previously identified risks plus
• any emerging risks or
• developments on any risk that may impact on the nature or characteristics of the risks or the proposed response.
The CWG reports quarterly to the Board and shares this information with the Audit and Risk Committee on any climate-
related matters arising including, but not limited to those items included in the Action Plan (page 25). In more urgent
cases the CWG has direct access to the Board via the CEO or Chair. The CWG undertakes an annual climate-related
risk assessment (which involves horizon scanning, assessing position on property inspections / maintenance, reviewing
the Environmental Agency data to assess the properties at risk, and updating on the status and impact of impending
legislation) and this feeds into and informs the Board during their annual strategic business review which includes a
consideration of climate-related issues. After each CWG meeting, the departmental heads review the outcomes which flow
down into the relevant teams and are then taken into account when making business decisions.
The Audit and Risk Committee considers and reviews the Risk Matrix at every meeting (held at least five times per year).
The Risk Matrix is reviewed at each Board meeting (held at least five times per year). Additionally, the Board receives ad
hoc reports if there are any significant developments identified by the CWG that may affect the business. Further, the Board
receives updates on any climate-related matters raised following any shareholder and other stakeholder engagement.
Climate-related issues are also considered by the Board and Executive Directors upon property acquisition or other major
investment decisions, and the Executive Directors consider climate-related issues when setting, or on an exceptional basis
when re-visiting business objectives.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
New Board appointments now include consideration of ESG skills competency and experience. Existing Board members’
competency are reviewed during the annual review by the Nomination Committee. The CWG undertakes annual ESG
training including on climate-related matters with relevant developments passed on to the functional teams.
The management structure is explained in the diagram below.
Property
The Board
Management
Ultimate responsibility for climate-related matters.
Department
Property Trading
Group
The Climate Working
Tenant and Rental
The Audit and Risk
Group (CWG)
Management
Committee
Leads work on climate-
Identifies and reviews the
related matters, with
Risk Matrix and reviews
Other
oversight from the
climate-related risks.
Departments
Non-Executive Directors.
Administration
Reports quarterly to the
Reports into the Board.
Accounting
Board.
IT
Direct report Informal, ad-hoc reporting
2. MANAGEMENT’S ROLE IN ASSESSING AND MANAGING CLIMATE-RELATED RISKS AND
OPPORTUNITIES
The Board has ultimate responsibility but has delegated operational responsibility for management of climate-related
issues to the Executive Directors with advice from the CWG.
Mountview’s principal risks, which include climate-related risks (see note 8 on page 13 ), action plans and priorities
identified by the CWG are considered with departmental heads. This includes the property acquisition team and property
management team so risks can be considered during the property acquisition process and subsequently as part of the
property maintenance programme. These arrangements include an escalation process to the Executive Directors or the
Board as deemed necessary depending on the nature of the risk.
Examples of climate-related risks and opportunities arising during 2023/4 and 2024/5 for Mountview include:
• Reviewing and where necessary updating contingency plans in relation to wildfires (no Mountview properties have
been affected to date), extremes in temperatures (e.g. requirements for heating/cooling infrastructure) or flooding (no
Mountview properties were affected in 2024/25 – two properties were affected in 2023/24 – see notes on Metrics Page 18 );
• Review of climate-related risks covering both physical risks (e.g. flooding) and transition risks (e.g. taking account of
Environmental Performance Certificate (EPC) ratings during the 2024/25 acquisition programme);
• Consideration of further steps to reduce Mountview’s carbon footprint in alignment with Mountview’s net zero aims; and
• Encouraging and supporting tenants who are eligible to apply for the ECO4 grants scheme. During the year the
successful applications from 2024 were completed. In addition, a further 14 successful applications were made and
installed or in progress at the year-end, 8 tenants declined the opportunity. The programme will be continued and
extended during 2025/26.
Day-to-day responsibility for assessing and managing climate-related risks and opportunities and taking appropriate steps
towards Mountview’s net zero aims rests with departmental heads who report to the Executive Directors.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
STRATEGY
3. CLIMATE-RELATED RISKS AND OPPORTUNITIES IDENTIFIED OVER THE SHORT, MEDIUM AND
LONG TERM
Mountview has adopted the following time horizons for considering all risks, including climate risks:
• operational risks are short-term, up to two-years;
• tactical risks are medium-term, up to ten years; and
• strategic risks are long-term, beyond ten years.
As a property trading company, the property portfolio will substantially change within the medium-term horizon due to
properties being sold when tenancies end and being replaced by acquisition of further regulated tenancies (see Page 12).
Therefore, risks identified under short- and medium-term time horizons are focused on the nature and condition of the
current portfolio. The strategic risks set principles to be borne in mind when refreshing the portfolio. The identified risks are
discussed with shareholders when considering Mountview’s strategy and risk profile.
The potential climate-related risks identified in Mountview’s Risk Matrix that may have a financial impact are:
Risk / opportunity Timeline Business response
Transition Risks:
Increasing energy costs Short-term • Review of managed property to increase energy efficiency
Costs of meeting tighter EPC Medium-term • Existing EPC plans to be reviewed and updated to comply
Regulations and similar regulations with future potential EPC Regulations
• EPC considerations built into property acquisition due
diligence and offer pricing
• Assessing costs of required modifications
Changing tenant expectations Long-term • Property acquisitions due diligence includes climate risks and
(e.g. due to heat stress and rising energy efficiency considerations
energy costs) • EPC programme noted above considers improvements to
property performance
• Communication with tenants on the economic and
environmental benefits of options offered to them
Physical Risks:
Increased risk of flooding Short-medium term • Contingency plans developed for properties in ‘at risk’ areas.
• Acquisition due diligence includes flood risk assessment
Increased severity and frequency Medium- term • Acquisition due diligence includes physical climate risks
of extreme weather events assessment
• Contingency plans developed for properties in ‘at risk’ areas
The Risk Matrix considers the impact and probability of incidence of all risks, including climate-related risks, using a High/
Moderate/Low scale.
Monitoring the progress of EPC legislation and its requirements and the proposed modification financial cap per property
is a key aspect for the Board, the property management team and the CWG. The property management team constantly
monitor the portfolio and will use this knowledge to establish an EPC implementation plan (as undertaken during the
previous iteration of EPC legislation) once the requirements are known.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
4. IMPACT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES ON MOUNTVIEW’S BUSINESS, STRATEGY,
AND FINANCIAL PLANNING
The impacts of climate-related risks and opportunities on Mountview’s business include:
• Property portfolio: Increased wear and tear on buildings from extreme climate events e.g. subsidence, heat stress;
• Property maintenance: Improvement costs to comply with EPC ratings or similar regulations and general maintenance;
• Operational matters: Disruption to supply chain or damage to Mountview’s physical fixed assets; and
• Acquisitions: Increased incidence of climate risks in properties under consideration for acquisition.
Climate-related issues are considered as part of the annual strategic review of the business and potentially affect
acquisitions, maintenance, refurbishment and day to day operational matters.
To mitigate potential climate-related risks and integrate opportunities the acquisition due diligence and property
maintenance processes have been reviewed and updated to reflect the identified climate-related risks (e.g. to avoid
exposing Mountview to high climate risk factors, encourage recycling and offering options to enhance energy efficiency
when undertaking modifications / refurbishments).
The potential impacts on Mountview’s financial position and financial performance include:
• Increased costs related to energy procurement and compliance with regulation;
• Reduction in property values following damage arising from extreme weather events; and
• Requirement to re-locate tenants due to physical climate risks or any potential non-compliance due to tighter EPC
regulations.
Mountview’s medium-term financial planning anticipates estimates of the costs required to improve properties (e.g. to
comply with EPC regulations or any upward trend in damage arising from physical climate risks). The timeline for this is up
to ten years to align with the Company’s medium-term horizon noted above.
Mountview self-insures and undertakes and finances repairs as they become necessary and to supplement this, maintains
a reserve which is reviewed on an annual basis and maintained as a precautionary measure. The treatment of financial
accounting for climate related works is kept under review.
The external valuations of Mountview’s investment property portfolio will continue to incorporate climate-related
considerations including the costs to improve buildings to meet future regulatory requirements.
Mountview has committed to achieving net zero carbon for Scope 1 and Scope 2 and required Scope 3 GHG emissions
by 2050 to align with the Paris Agreement objective of 1.5 degrees. Mountview’s net zero carbon roadmap sets out the
approach to achieve this through targeting three steps:
1. Identification of carbon exposure;
2. Implementation of steps to reduce such exposure; and
3. Once all steps have been exhausted using recognised schemes to offset any remaining exposure.
Despite Mountview’s limited carbon exposure (as reported in the SECR report on page 30) while steps 1 and 2 are in
progress step 3 is under consideration.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
5. RESILIENCE OF MOUNTVIEW’S STRATEGY, TAKING INTO CONSIDERATION DIFFERENT CLIMATE-
RELATED SCENARIOS
Mountview has assets that are potentially vulnerable to both physical and transition risks. Therefore, Mountview has
considered scenarios that reflect:
• Physical risks associated with a temperature increase up to 1.5 degrees; and
• Transition risks associated with increasing regulation.
Mountview considers the business’s strategy currently to be resilient under both climate scenarios.
These scenarios were considered over two timelines aligned with those noted above for risks being medium term (up to ten
years) and long term (beyond ten years).
The longer-term risks identified focus on principles to be adopted when refreshing the portfolio. Refreshing the portfolio
in the longer term is anticipated to take into consideration applicable regulation and climate-related conditions and so
minimise shareholders’ exposure to any unnecessary risks.
In the medium-term Mountview identified potential exposure to physical risks arising from flooding and high winds but for
such to become material risks these would need to be widespread and persistently recurrent.
Mountview’s exposure to transition risks in the short-term e.g. to tighter EPC legislation may involve a cost over the
implementation period which will be assessed once requirements are clear.
In the event of further regulation either covering EPC or other property related matters, then at that time we would review
criteria in relation to property management and acquisition to either avoid or mitigate the effects of such regulation on the
Company.
RISK MANAGEMENT
6. PROCESSES FOR IDENTIFYING, ASSESSING AND MANAGING CLIMATE-RELATED RISKS
Climate-related risks are included in the Risk Matrix and as a principal risk on page 13. The process for compiling, review
and maintenance of the Risk Matrix is noted on page 12 and the responsibility for managing risks is as described in section
7 below.
As described in the emerging risks section (page 13), Mountview identifies new or emerging risks, or changes in currently
identified risks, including climate-related risks and opportunities, both from within Mountview through ongoing day-to-
day management and staff experience and engagement, and from external sources such as industry bodies, institutes and
associations and through advice from external consultants / advisers.
Any suggested changes by the CWG are forwarded to the Audit and Risk Committee for consideration when reviewing the
Risk Matrix. Any changes arising from this process are subsequently discussed at the next Board meeting.
7. MOUNTVIEW’S PROCESS FOR MANAGING CLIMATE-RELATED RISKS
Responding to active climate-related risks is built into Mountview’s processes for monitoring the current portfolio and for
screening property acquisitions as follows:
• For existing properties - risks are identified through on-site reviews of properties by the property management team or
contractors working on site, tracking EPC performance and by screening the portfolio against databases of known risks
e.g. flood risk. The results are used to inform the property management team’s work programme.
• For new acquisitions - the acquisition due diligence process includes consideration of both physical and transition
risks on a property by property basis. For any identified risks, the acquisitions team investigate further (including where
necessary physical site investigations) to take any risks into account before concluding whether to make an offer, and if
so at what level.
Any actions needed to manage a climate-related incident are handled under delegated authority by the department heads
and their teams, with escalation to the Executive Directors and the Board in the event of a major incident.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Review of Operations (Continued)
8. INTEGRATING CLIMATE-RELATED RISKS INTO MOUNTVIEW’S OVERALL RISK MANAGEMENT PROCESS
A description of Mountview’s overall approach to risk management including climate-related risks are summarised in the
Principal Risks section on pages 12 and 13.
Climate risks identified as high probability and where the consequences can be clearly identified and quantified are added
into the relevant departmental work programmes so they can be incorporated into ongoing property acquisition and
management processes. Other risks are retained within the Risk Matrix and actively monitored by the CWG (see Action Plan
on page 25) including developing a response plan should the risk arise.
METRICS AND TARGETS
9. METRICS USED BY MOUNTVIEW TO ASSESS CLIMATE-RELATED RISKS AND OPPORTUNITIES
Mountview uses the following metrics to track climate-related risks and opportunities
Metric FY24-25 FY23-24
Physical risks
Number/Value of assets in locations with medium or high exposure to flooding 50/10.4m 46/5.6m
The incidence of maintenance triggered by extreme weather conditions
(see note 1 under table) <5% of Maintenance <5% of Maintenance
Transition risks
Electricity consumption 74.1 MWh 73.3 MWh
Renewable electricity consumption 100% renewable 100% renewable
EPC Ratings:
Meets EPC E rating or has exemption 90.1% 91.1%
Works in progress/access issues 9.9% 8.9%
Note 1 – In 2024/25 no properties suffered damage due to extreme weather events, (2023/24 two properties suffered damage due to flash flooding incurring
repair costs of £60k. This was accommodated within existing maintenance budgets).
10. SCOPE 1, 2 AND 3 GHG EMISSIONS AND RELATED RISKS
Mountview’s Scope 1, Scope 2 and required Scope 3 emission (which includes energy use in common parts where such are
Mountview’s responsibility) are computed by EcoAct and summarised in our Streamlined Energy and Carbon Report on
pages 29 to 31.
Additionally, Mountview recognises that there is a carbon impact associated with tenants living in the properties. The nature
of regulated tenancies means that, unless it is essential in order to comply with legislation, improvements need the prior
agreement of tenants all of whom have direct or indirect links to occupation of the property pre-dating 1989. Therefore, if
improvement works are deemed to be required then options are provided that meet the necessary standards and describe
their associated climate impact. The chosen option is agreed with tenants in advance of commencing work.
The choice of energy provider is ultimately the tenant’s decision and thus is outside of Mountview’s organisational boundary,
although Mountview seek to recommend low carbon energy sources. Given the legal requirements and difficulties in
gathering relevant energy data tenant’s emissions are currently not collected or reported but Mountview is keeping this
under review.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
11. TARGETS USED BY MOUNTVIEW TO MANAGE CLIMATE-RELATED RISKS
The CWG has identified the following Action Plan for the coming year:
• As a part of the existing site inspection programme, a review will be undertaken at a property level to assess the
exposure to flood or other risks faced by the properties identified through Environment Agency data and developing
contingency plans for the necessary action in the event of a threat materialising.
• Ongoing compliance work to ensure the property portfolio meets an E rating or has a valid exemption pursuant to the
current EPC legislative requirements.
• Monitoring the development of the EPC legislation and, once requirements clarify, developing plans to achieve
compliance.
• Continuing to reduce the SECR reported emissions by upgrading the car fleet to hybrid when leases end and seeking
renewable energy sources where possible.
• Keeping under review the extent of required Scope 3 reporting and exposures as new sources are identified.
• Acting on the recommendations from EcoAct, including monitoring the energy efficiency in offices and the data of
employees working from home and calculating employee business mileage.
• Appropriate and relevant training for the Board, CWG and staff members as appropriate throughout the year.
COMPLIANCE STATEMENT
Mountview confirms it believes that:
1. The climate-related financial disclosures for the year ended 31 March 2025 are consistent with the TCFD
recommendations and recommended disclosures (as defined in Appendix 1 of the Financial Conduct Authority UK
Listing Rules (UKLRs), noting that Scope 3 emissions disclosure relating to tenant emissions are currently not reported as
they fall outside of Mountview’s operational control.
2. The annual disclosure is contained in the pages above, please also see the SECR section (pages 29 to 31) and our
sustainability section on page 31.
3. The detail of the climate-related financial disclosures is conveyed in a decision-useful format to the users of this report.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Directors and Advisers
as at the date of this Annual Report and Accounts
MR D.M. SINCLAIR (CEO)
SECRETARY AND REGISTERED OFFICE
Joined the Company as Company Secretary in 1977,
Mrs M.M. Bray FCCA
became a Director on 1 January 1982 and succeeded
Mountview House,
his late father as Chairman on 5 June 1990. Retained
151 High Street,
the position of Chief Executive (CEO) when the roles of
Southgate,
Chairman and CEO were split into separate roles in 2013.
London N14 6EW
Former Fellow of the Institute of Chartered Accountants in
BANKERS
England and Wales.
HSBC Bank Plc
MRS M.M. BRAY FCCA (CFO)
1-3 Bishopsgate,
Joined the Company in 1996 and became Company
London EC2N 3AQ
Secretary. Became a Director on 1 April 2004. Fellow of the
Barclays Bank PLC
Association of Chartered Certified Accountants.
One Churchill Place,
NON-EXECUTIVE DIRECTORS
London E14 5HP
MR A.W. POWELL FCA FIMC* (CHAIRMAN)
AUDITORS
Joined the Company as Non-Executive Director on
Moore Kingston Smith LLP
1 April 2018, assumed the role of Acting Chairman on
6th Floor,
31 March 2019, and was confirmed as Chairman on
9 Appold Street,
19 November 2019. Mr Powell is a fellow of the Institute of
London EC2A 2AP
Chartered Accountants in England and Wales and a fellow
of the Institute of Management Consultants.
SOLICITORS
* Mr A.W. Powell was considered at the time of his appointment in
Norton Rose Fulbright LLP
2018, and at the time of his appointment as Chairman in 2019, to be
3 More London Riverside,
independent for the purposes of the 2018 Code.
London SE1 2AQ
MS M.L. ARCHIBALD MRICS*
(CHAIR OF THE REMUNERATION COMMITTEE)
REGISTRARS AND TRANSFER OFFICE
Joined the Company as a Non-Executive Director on 1
MUFG Corporate Markets
July 2014. Member of the Royal Institution of Chartered
(formerly Link Group)
Surveyors. She has held various roles with property advisers,
Central Square,
including Jones Lang Lasalle, and now acts as an adviser to
29 Wellington Street,
clients in a range of property sectors, including residential
Leeds LS1 4DL
and commercial property.
BROKERS
* Ms M.L. Archibald is considered to be independent for the purposes of
Singer Capital Markets
the 2018 Code.
One Bartholomew Lane,
MS T.E.B. HARTLEY MRICS*
London EC2N 2AX
(NON EXECUTIVE DIRECTOR)
FINANCIAL ADVISERS
Joined the Company as a Non-Executive Director on 1
SPARK Advisory Partners Limited
January 2025. Member of the Royal Institution of Chartered
5 St John’s Lane,
Surveyors. She has held various roles within the property
London EC1M 4BH
sector, including with Grainger P.L.C., Howard de Walden,
Jones Lang Wooten, Cortland and Compass Rock.
* Ms T.E.B Hartley is considered to be independent for the purposes of
the 2018 Code.
DR A.R. WILLIAMS
Joined the Company as a Non-Executive Director on 1
December 2015. Dr Williams is a qualified member of the
medical profession, and a member of the Sinclair Family
Concert Party. He represents the interests of the family and
private shareholders generally.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Directors’ Report
The Directors (as listed on page 26) have pleasure in presenting to the Members their 88th Annual Report together with
the Financial Statements for the year ended 31 March 2025. The Corporate Governance Statement on pages 36 to 40 forms
part of this Directors’ Report and is incorporated into the Directors’ Report by cross reference. Additional information
which is incorporated by cross reference into this Directors’ Report, including information required in accordance with the
Companies Act 2006 can be found as follows:
Disclosure Location
Financial risk management objectives and policies Notes to the financial statements, pages 76 and 77
Statement of Directors’ responsibilities Page 35
Directors’ interests in share capital Remuneration Report, page 66
Compensation for loss of office arrangements. Remuneration Report, page 60
For the purpose of UKLR 6.6.1R shareholders are directed to information required to be disclosed and can be found at the
following location:
Disclosure Location
Controlling shareholder agreements and associated obligations Directors’ Report, Note 20, page 33
All other sub-sections of UKLR 6.6.1R are not applicable.
1. RESULTS AND DIVIDENDS
The results for the year are set out in the Consolidated Statement of Comprehensive Income on page 67.
The Directors recommend the payment of a final dividend of 275 pence per share (2024: 275 pence per share). The
dividend will be paid on 18 August 2025, subject to approval at the Annual General Meeting (AGM) on 13 August 2025, to
shareholders on the register at the close of business on 11 July 2025.
Details of the AGM, including the notice of AGM, are set out on pages 108 to 112.
2. ACTIVITIES
The principal activities of the Company and its subsidiary undertakings are as follows:
PARENT COMPANY
Mountview Estates P.L.C. Property Trading
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 328020
SUBSIDIARY UNDERTAKINGS (WHOLLY OWNED)
Hurstway Investment Company Limited Property Trading
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 344034
Louise Goodwin Limited Property Investment
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 691455
A.L.G. Properties Limited Property Investment
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 508842
3. BOARD OF DIRECTORS
The names of the current Directors, along with their details, are set out on page 26 and are incorporated into this report
byreference.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Directors’ Report (Continued)
4. APPOINTMENT AND RETIREMENT OF DIRECTORS
The appointment and retirement of Directors is governed by the Company’s Articles of Association, the FRC's Corporate
Governance Code 2018 (2018 Code), the Companies Act 2006 and related legislation. The Articles of Association contain
the following provisions relating to the appointment and replacement of Directors:
• The Company may, by ordinary resolution, appoint a person who is willing to act as a Director, either to fill a vacancy or
as an addition to the existing Board
• The Board has the power to appoint any person who is willing to act as a Director, either to fill a vacancy or as an
addition to the existing Board. Any such Director holds office until the next AGM and may offer themself for election
• The total number of Directors (other than any alternate Directors) must not be more than 12 or less than two
• In addition to any power to remove a Director conferred by Section 168 of the Companies Act 2006, the Company may,
by ordinary resolution, remove any Director before the expiration of his or her period of office, but without prejudice
to any claim for damages which he or she may have for breach of any contract of service between him or her and the
Company. The Company may then appoint another person, who is willing to act, as a Director in his or her place in
accordance with the Articles of Association.
In accordance with the 2018 Code all Directors will seek re-election at the 2025 AGM, except for Ms Hartley who will seek
election having been appointed as a director since the 2024 AGM and Ms Archibald who will retire at the conclusion of the
2025 AGM.
The Nomination Committee report on page 43 describes the process currently used for identifying and appointing new
Directors to the Board.
5. SHARE CAPITAL
The authorised share capital of the Company as at 31 March 2025 was £250,000 divided into 5,000,000 Ordinary Shares of 5p,
of which 3,899,014 were in issue (2024: 3,899,014). As at 8 July 2025, there has been no change in the issued share capital.
The rights and obligations attaching to the Company’s shares, as well as the powers of the Company’s Directors,
are set out in the Company’s Articles of Association, a copy of which can be viewed on the Company’s website at
www.mountviewplc.co.uk.
There are no restrictions concerning the transfer of shares in the Company, no special rights with regard to control attached
to the shares, no agreements between holders of shares regarding transfer known to the Company and no agreement
which the Company is party to that affects its control following a takeover bid.
Changes to the Company’s Articles of Association must be approved by shareholders in accordance with the Articles of
Association and legislation in force from time to time.
6. NOTIFIABLE INTERESTS IN SHARE CAPITAL
As at 8 July 2025, the following disclosures of major holdings of voting rights have been made (and have not been amended
or withdrawn) to the Company pursuant to the requirements of Chapter 5 of Disclosure Guidance and Transparency Rules:
Ordinary % of Issued
Shares of 5p Share
each Capital
Mr Ray Williams, Mr David Wright and Mr James Langrish-Smith, Trustees of the Frank and
Daphne Sinclair Grandchildren Settlement* 324,791 8.33
Mrs M.A. Murphy** including:
• BBTJ 402,000
• ALFL Ltd 79,350 598,545 15.36
Mrs E. Langrish-Smith** 307,000 7.87
Mrs A. Williams** 137,750 3.53
Mrs S. Simkins** 148,220 3.80
Talisman Dynamic Master Fund Ltd* 278,088 7.13
* Denotes indirect holding.
** Denotes combined direct and indirect holding
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Mountview Estates P.L.C. Annual Report and Accounts 2025
7. STREAMLINED ENERGY AND CARBON REPORTING DISCLOSURES
INTRODUCTION
The Directors of Mountview Estates P.L.C are required to report its energy consumption and greenhouse gas (GHG)
emissions as part of its Annual Report and Accounts, in accordance with the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018, also known as Streamlined Energy and Carbon
Reporting (SECR).
Mountview engaged Schneider Electric Limited, who have acquired EcoAct Ltd (EcoAct), to calculate its energy
consumption and carbon footprint for the group for the reporting period of 1 April 2024 to 31 March 2025.
EcoAct’s scope of work was to:
• Define the reporting boundary and collect the required data;
• Calculate Mountview’s energy consumption and carbon footprint; and
• Report the result and analysis.
EcoAct is a world-leading carbon management consultancy with a proven track record of helping organisations to measure,
reduce and offset their carbon emissions.
EXECUTIVE SUMMARY
Total gross GHG emissions in the reporting period were 52.3 tCO e, which can be attributed as follows:
2
• Direct Emissions (Scope 1) 25.3 tCO
e or 48% of the total
2
• Indirect Emissions (Scope 2) 16.5 tCO
e or 32% of the total
2
• Indirect Other Emissions (Scope 3) 10.6 tCO
e or 20% of the total.
2
• This year, for the first time, EcoAct has calculated our electricity emissions using two methods: the location-based
method (as used in previous years) and the market-based method (which will be reported from 2025/26 onwards,
provided it remains applicable). For the disclosures below, we have reported emissions using the location-based
method to ensure comparability. However, we also note separately that the results from the market-based method have
been reported.
This year, Mountview is reporting market based emissions for the first time. Since Mountview purchases a 100%
renewable electricity tariff, market based electricity emissions are 0 tCO
e.
2
The results are presented below:
Figure 1: Total Emissions Broken Down by Activity and Scope
2025 2024
Type of Emissions Activity tCO
e % of Total tCO e % of Total
2 2
Direct (Scope 1) Natural Gas 16.7 32% 12.5 26%
Company Vehicles 8.5 16% 8.8 18%
Subtotal 25.2 48% 21.3 44%
Indirect (Scope 2) Electricity used in company hybrid vehicles 1.1 2% 2.2 5%
Electricity 15.4 30% 15.2 31%
Subtotal 16.5 32% 17.4 36%
Indirect (Scope 3) WTT and T&D (All Scopes) 10.6 20% 10.2 20%
Subtotal 10.6 20% 10.2 20%
TOTAL (tCO
e)52.3 10048.9100%
2
1.
Under the Mandatory Greenhouse Gas Regulation, a company is required to report its scope 1 and 2 emissions. It is not mandatory to report scope 3
emissions.
2.
An operational control boundary was used to calculate Mountview’s carbon footprint.
3.
Company hybrid mileage (62,500 miles) is also included in the company vehicle mileage (62,500 miles) reported above. Hybrid vehicle usage is associated
with both Scope 1 emissions (fuel consumption of vehicles) and Scope 2 emissions (electricity consumption of vehicles).
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Directors’ Report (Continued)
Figure 2: GHG Emissions (tCO e) by Activity (2024-25)
2
16.7
15.4
10.6
9.7
Purchased Company WTT and Natural
Electricity Owned Vehicles T&D Gas
Figure 3: Emissions Intensity Metrics
Figure 3 shows a year-on year comparison of emissions intensities using revenue and number of FTEs as normalisation
factors:
Intensity Metric 2024/25 2023/24 % Change
Total Emissions (tCO
e) 52.3 48.9 7.1%
2
Revenue (£’mil) 72.1 79.5 -9.3%
Number of employees (staff and directors) 30 30 –
tCO
e per employee 1.7 1.6 7.1%
2
tCO
e per £’mil turnover 0.7 0.6 18.1%
2
Total emissions normalised by the number of employees increased by 7.1%, whereas total emissions per million £ of
turnover increased by 18.1%.
YEAR-ON-YEAR ANALYSIS
Emissions produced by Mountview have increased by 7.1% compared to last year from, 48.9 tCO e to 52.3 tCO e.
2 2
Scope 1 emissions have increased by 18.6%, from 21.3 to 25.3 tCO
e compared with the previous reporting year. This can be
2
attributed to:
• Emissions from company vehicles have decreased by 3.3%. This is due to the transition from diesel to plug-in hybrid
vehicles.
• Scope 1 emissions from natural gas have increased by 34.1%. This is due to the upgrade of gas meters resulting in
accurate recordings replacing estimates.
Scope 2 emissions have decreased by 5.1% compared to the previous reporting year. This can be attributed to the
reduction in emissions attributable to company hybrid cars offset by:
• A 1.2% increase in the emission factor for UK grid electricity.
• The office electricity consumption (kWh) increased by 0.9%; the estimated electricity consumption in managed
communal areas increased by 6.2%.
• A small percentage (2.2%) of Scope 2 emissions is attributed to the plug-in hybrid company vehicles that consume
additional electricity.
Emissions from electricity account for 29.4% of Mountview’s overall carbon footprint. In addition to its head office,
Mountview are also responsible for electricity use in the communal areas of 25 managed blocks of flats. Emissions have
been estimated for these flats using the following assumptions:
• The Company pays an average £52 electricity charge per managed flat towards communal areas.
• The Company covers communal area charges for 25 properties.
• The average electricity standard rate is 31p/kWh. This is based on the average price of electricity purchased by
non-domestic consumers in the UK with “very small” properties, for the last 3 quarters of 2025.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
REFERENCES
The following sources have been used for the completion of this document:
• UK Government GHG Conversion Factors for Company Reporting for 2024, released by Department for Energy Security
and Net Zero, as found in https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-
factors-2024
• Prices of fuels purchased by non-domestic consumers in the UK’, Table 34,2, March 2025, Department for Business,
Energy & Industrial Strategy, as found in https://www.gov.uk/government/statistical-data-sets/gas-and-electricity-
prices-in-the-non-domestic-sector
• The Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard, revised edition’, as found in
https://ghgprotocol.org/sites/default/files/standards/ghg-protocol-revised. pdf
8. SUSTAINABILITY AND CLIMATE CHANGE
As an asset owner and manager Mountview sits at the top of the investment chain and uses this position to influence those
that we work with in relation to factors such as air pollution and energy uses. We do this in a number of ways including:
• Using local contractors wherever possible to reduce travel needed and also retain the economic and social benefits of
work done within local communities
• Using sustainable source electricity suppliers
• On expiry of leases, replacing cars leased by the Group with more efficient hybrid models
• Converting lighting to ‘eco-lamps’ where possible
• We have obtained an Energy Performance Certificate (E.P.C.), or have valid exemptions for 90.1% of properties in our
portfolio with 9.0% awaiting re-test and 0.9% yet to review due to access issues. Following these reviews, we have
undertaken, where necessary, loft insulation, cavity wall insulation, provision for storage heaters and dual plate power
meters
In conjunction with our external advisers, we continue to monitor developments in relation to climate change.
As noted in the Strategic Report, given the size of the Company and the current low impact on the environment as outlined
above, the Company has informal rather than formal environmental policies. However this matter is kept under regular
review including during consideration of risks as an agenda item at Board meetings and should the Board consider that due
to external or internal developments that formulating formal policies would be beneficial then we would draft and adopt
the relevant policies.
9. EMPLOYEES
Notwithstanding that the Group’s strategy, business model and operations are long established with well developed
underlying processes that reflect our business drivers, the performance of the business could not be sustained without
a strong, skilled and knowledgeable workforce who enjoy their work at Mountview. This is manifested in one statistic in
particular which is the average time in role of our staff – which currently stands at over 12 years. The Group has family
roots and it is our belief that a similar feel remains today within what is a small and highly skilled workforce of 25 staff plus
the Directors. This is an environment in which every member of staff meets and talks with one or both of the Executive
Directors, if not on a daily basis then on a weekly basis, either face-to-face or using electronic means.
In addition, the Executive Directors have one on one meetings with staff annually to discuss performance, bonus and salary
levels individually and in general. Matters raised during these discussions are reported to the Board and Remuneration
Committee. In view of the size of the Group and the regular contact with all staff, more formal means of employee
engagement are not considered appropriate at this time. This matter will be kept under regular review.
This regular contact fosters an environment in which staff can air and discuss concerns. It is also the case that staff know that
if there was any matter that they felt might be sensitive to raise within the operational side of the business that they can
approach any of the Non-Executive Directors (NEDs) to discuss the matter.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Directors’ Report (Continued)
In this regard the Group has policies on whistleblowing and related policies on bribery, gifts, conflicts of interest and related
matters that are included in the staff manual, explained to new staff on joining and are reviewed annually for continued
suitability by the Audit and Risk Committee who report to the Board on this matter.
It is a standing item on the Board agenda to receive a report on and consider any reporting made under these provisions;
during 2024-25 no incidents were reported.
TRAINING:
The Group provides regular training related to the use of computer software and for the general professional development
of the staff concerned. For example we provide appropriate training when there are developments in relevant legislation,
regulation or practice. We review training providers used for all topics including climate matters and update our approved
list as necessary.
We encourage all of our staff to continue their education and support staff following courses aimed at gaining professional
qualifications.
10. DIVERSITY
Mountview is committed to employing and retaining a skilled workforce with a diversity of qualifications and talents from
a variety of backgrounds. Given the infrequency of recruitment Mountview does not have a formal diversity policy, instead
having regard to evolving best practice at the time of an appointment. The Company is committed to equal opportunities
for all and that recruitment and selection be strictly on the basis of merit and ability.
As at 31 March 2025, the Group had one female Executive Director, Mrs Marie Bray, who has been on the Board since 2004,
and two female NEDs, Ms Mhairi Archibald, who has been on the Board since July 2014 and Ms Tracey Hartley who has
been on the Board since January 2025. Female Board membership represented 50% of the Board.
The Group has seven Senior Managers (who are not Directors), three of whom are female.
Of the 25 employees and six directors in the Group, 12 are male and 19 are female.
Further details on diversity matters are included in our Nomination Committee Report on pages 43 and 44.
11. SIGNIFICANT AGREEMENTS
Certain banking agreements to which the Group is a party (described in Note 18 to the Consolidated Financial Statements)
alter or terminate upon a change of control of the Group following a takeover bid.
There are no other significant agreements to which the Group is a party that take effect, alter or terminate upon a change of
control of the Group following a takeover bid.
There are no contractual or other agreements or arrangements in place between the Group and third parties which, in the
opinion of the Directors, are essential to the business of the Group.
12 DIRECTORS’ INTERESTS IN CONTRACTS
There was no contract in existence during or at the end of the financial year in which a Director of the Company is, or was,
materially interested, and which is or was significant in relation to the Group’s business.
13. DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Company purchases liability insurance covering the Directors and Officers of the Company and its Subsidiary
undertakings and this has been in place throughout the financial year under review.
The Company’s Articles of Association at Article 163 permit the provision of indemnities to the Directors (at the discretion of
the Board), which constitute qualifying third party indemnity and qualifying pension scheme indemnity provisions under the
Companies Act 2006.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
14. HEALTH AND SAFETY
The Group is committed to achieving a high standard of health and safety. The Group regularly reviews its health and safety
policies and practices to ensure that appropriate standards are maintained. The gas supply and appliances within all of the
Group’s relevant residential properties are independently inspected under the Gas Safety (Installation and Use) Amended
Regulations 1996 and certificates of compliance obtained. Similarly there is a regular programme of electrical inspections.
We are complying with fire and health and safety legislation. The Group satisfies its commitments in respect of any remedial
work identified by these inspections.
15. CHARITABLE DONATIONS
During the year the Group made charitable donations of £55,000 (2024: £4,000).
16. RESEARCH AND DEVELOPEMENT
The Group has no research and development function or expenditure.
17. GOING CONCERN BASIS
The Directors continue to adopt the going concern basis in preparing the accounts.
The financial position of the Group including key financial ratios is set out in the Review of Operations on page 11.
The Group is historically profitable, has considerable liquidity and regularly reviews its long-term borrowing facilities with its
lenders. As a result, 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.
The Group’s longer term Viability Statement is presented on page 13.
18. AUDITORS
Messrs Moore Kingston Smith LLP have indicated their willingness to continue in office and a resolution for the
reappointment of Moore Kingston Smith LLP as auditors for the ensuing year will be proposed at the 2025 AGM.
19. AUDITORS AND DISCLOSURE OF INFORMATION TO THE AUDITORS
So far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware.
Each Director has taken the steps that they ought to have taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the Company’s auditors are aware of that information.
20. CONCERT PARTY
Mountview Estates PLC is a family controlled company. There is a concert party of members of the Sinclair family (the
Sinclair Family Concert Party) in existence whose aggregate shareholdings amount to over 50% of the issued share
capital of the Company. The Company has entered into a relationship agreement with Sinclair Family Concert Party. The
Company has complied with (i) the undertakings in UKLR 6.2.5R (regarding the re-election of independent directors);
and (ii) UKLR6.6.1R(13)(a) and can confirm the Company continues to comply with the requirement in UKLR 6.2.3R and
carries on, at all times, its main business activity independently of the Sinclair Family Concert Party.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Directors’ Report (Continued)
21. GENERAL MEETING
At the AGM held on 14 August 2024, the resolutions concerning the re-election of both Mr A.W. Powell and Ms M. L.
Archibald as Directors of the Company did not receive support of a majority of the independent shareholders who voted,
which is a requirement of the UKLRs where the Company has a controlling shareholder, and therefore Mr Powell and Ms
Archibald stood for re-election at a general meeting held on 18 November 2024 (General Meeting). Both Mr Powell and
Ms Archibald were re-elected at the General Meeting. Between the 2024 AGM and the General Meeting certain Board
members contacted a number of major shareholders. All shareholders (including the Sinclair Family Concert Party members)
were entitled to vote on the resolutions to re-elect Mr Powell and Ms Archibald at the General Meeting.
As reported through the regulatory announcement to the market, following the 2024 AGM, and then subsequently
following the 2024 General Meeting, the Company identified as far as possible those shareholders who did not support the
various resolutions and attempted to engage with them to seek their views. Some shareholders did not wish to engage,
other shareholders raised matters which are under consideration by the Board. The Board is grateful to those shareholders
who took part in the engagement process and value the feedback provided. The Company remains committed to
shareholder engagement and we will continue to offer to meet with shareholders to take into account their concerns and
considerations in the future.
The Directors’ report was approved by the Board on 8 July 2025 and is signed on its behalf by:
M.M. Bray
Company Secretary
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
They have general responsibility for taking such steps as
Report, the Directors’ Remuneration Report and the Group
are reasonably open to them to safeguard the assets of the
and Company financial statements in accordance with
Group and Company to prevent and detect fraud and other
applicable law and regulations.
irregularities.
Company law requires the Directors to prepare financial
WEBSITE PUBLICATION
statements for each financial year. Under that law, the
The Directors are responsible for ensuring the Annual
Directors are required to prepare the Group and Company
Report including the financial statements are made
financial statements in accordance with UK Adopted
available on a website. Financial statements are published
International Accounting Standards and applicable UK law.
on the Company’s website in accordance with legislation
in the UK governing the preparation and dissemination
The Directors have elected to prepare the Company
of financial statements, which may vary from legislation in
financial statements in accordance with United Kingdom
other jurisdictions. The maintenance and integrity of the
Generally Accepted Accounting Practice (UK GAAP)
Company’s website is the responsibility of the Directors.
including FRS 102 and applicable law.
The Directors’ responsibility also extends to the ongoing
Under company law, the Directors must not approve the
integrity of the financial statements contained therein.
financial statements unless they are satisfied that they give
DIRECTORS’ RESPONSIBILITIES PURSUANT TO DTR4
a true and fair view of the state of affairs of the Group and
Each of the Directors, (as set out on page 26) as at the date
Company and of their profit or loss for that period.
of this Report, confirms to the best of their knowledge that:
In preparing these financial statements, the Directors are
• The Group financial statements, which have been
required to:
prepared in accordance with UK Adopted International
• select suitable accounting policies and then apply them
Accounting Standards, give a true and fair view of the
consistently;
assets, liabilities, financial position and profit of the
• make judgements and estimates that are reasonable and
Group.
prudent;
• The Company financial statements, which have
• present information, including accounting policies, in a
been prepared in accordance with United Kingdom
manner that provides relevant, reliable, comparable and
Accounting Standards, comprising FRS 102, give a
understandable information;
true and fair view of the assets, liabilities and financial
position of the Company.
• in respect of Group financial statements, state whether
UK Adopted International Accounting Standards in
• The strategic report includes a fair review of the
conformity with the requirements of the Companies
development and performance of the business and the
Act 2006, have been followed, subject to any material
position of the Group and the Company, together with
departures disclosed and explained in the Financial
a description of the principal risks and uncertainties that
Statements;
they face.
• in respect of the Company financial statements state
• The annual report and financial statements, taken as
whether applicable UK Accounting Standards in
a whole, are fair, balanced and understandable and
conformity with the requirements of the Companies
provide the information necessary for shareholders to
Act 2006, have been followed, subject to any material
assess the Group’s performance, business model and
departures disclosed and explained in those statements;
strategy.
and
• prepare the financial statements on the going concern
By Order of the Board
basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group and Company’s transactions and disclose with
M.M. Bray
reasonable accuracy at any time the financial position of the
Company Secretary
Group and Company and enable them to ensure that its
8 July 2025
financial statements comply with the Companies Act 2006.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Corporate Governance
The Board is committed to establishing and sustaining
stakeholders. A key component of this approach is a strong
corporate governance processes that reflect all of the
focus on remaining up to date on current and emerging
prevailing UK Corporate Governance Code (2018 Code),
developments in our markets, legislation and regulation
the Group’s circumstances and structure and the external
and the governance environment. This we achieve through
challenges and constraints that we face. Prior challenges,
a combination of reading, contact with our advisers and
including Covid-19, have strengthened our processes by
Directors attending updates, including via webinars, and
testing them under ‘stress’. As we describe in our discussion
then sharing salient points raised with the rest of the Board
of summary prospects for the Group on page 9, we face
for discussion during Board meetings. In addition, we have
both continuing and new uncertainties that will bring
again worked closely with PRISM Cosec our corporate
their own challenges to all processes – both operational
governance consultants, and our other advisers to identify
and governance. The last financial year has been another
the best ways to build evolving practice into our approach.
successful one for the Group and we view effective
We are mindful that our structure, which has evolved
governance, together with our Purpose, culture and values
through our history and is aligned with our culture and
as essential ingredients for this long-term success and the
values, is not fully compliant with some of the provisions in
generation of sustainable value for all our stakeholders. The
the 2018 Code or the 2024 Code.
result is that since we first reported under the 2018 Code
Equally, we recognise the value of bringing different
our processes have evolved, but throughout your Board
perspectives to bear on issues arising within the business in
has:
terms of both contribution to debate and risk management
• operated as normal, meeting both remotely and in
and mitigation. We manage this by involving our various
person for Board and Committee meetings as well as
advisers when matters relevant to their areas of expertise
having informal discussions between meetings
arise. In this way we are able to ensure that we get the
• retained close oversight of our operations and the
necessary expert input when it is needed.
continuing suitability of our strategy
Taking account of the 2018 Code in the context of our size,
• monitored our existing and emerging risks, updating
with 25 employees plus six Directors, our shareholdings
our risk matrix as needed to ensure we have good risk
and the nature of our operations where we have a focused,
management and controls in place
stable and enduring strategy, and stable workforce and
Throughout we believe that our purpose, culture and
suppliers, we have looked at each of the principles and
values have informed and supported the decisions that
provisions of the 2018 Code to consider the spirit behind
we have taken, supported by the commitment, experience
them as well as the actual wording used. Given this context
and creativity of all at Mountview. In addition, effective
where the Board and the Executives in particular are much
engagement with our stakeholders, as described in our
closer to the employees and operations than is likely to
Section 172 statement on page 14 has underpinned our
be the case for many quoted companies, we have, as
work during the year using both traditional and electronic
envisaged by the 2018 Code, adopted alternative solutions
means. Contact with stakeholders, is key to understanding
to provisions where we believe this to be appropriate.
their views and receiving their feedback. As a result a
We are of the view that throughout we are operating
considerable amount of Board time has been taken up
within the spirit behind the principles of good corporate
with reporting back on contact with shareholders and other
governance – in a manner that is appropriate to our
stakeholders and discussing and responding to points that
business, our size and our economic footprint. In particular,
they have raised.
as a small Board, we recognise that there are matters
concerning the size and composition of the Board that
CORPORATE GOVERNANCE CODE
fall into this category. The Board and also shareholders,
COMPLIANCE STATEMENT
when consulted, are at one with their view that new Board
In respect of the year ended 31 March 2025, the Company
positions should be created only when there is a clear need
was subject to the 2018 Code, a copy of which can be found
and when the appointee will add capacity or skills that are
at www.frc.org.uk/corporate/ukcgcode.cfm. The Board
needed by the business in order for it to continue to pursue
confirms that the Company applied the principles, with
its strategy.
details throughout this annual report, and complied with
the provisions of the 2018 Code, except as disclosed in
Below we note the areas where we believe we comply with
this section. In addition, in anticipation of the coming into
the spirit of the 2018 Code but do not currently adhere
force and application of the 2024 Code for the financial year
completely to the detailed requirements in the provisions.
commencing 1 April 2025, the Board has chosen to adopt
These matters are kept under constant review as a whole by
early certain provisions as described on page 53 in the
the Board.
section 2024 Code.
Should there be a material change in the Company’s
We remain committed to the benefits of a robust
strategy, business model, structure or risk environment then
governance framework and believe that through our
these points would be revisited and, after consulting with
approach we are able to best safeguard the interests of,
shareholders on proposals, we would make such changes as
and deliver long term value to, our shareholders and other
are appropriate given the changed circumstances.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
INDEPENDENT NON-EXECUTIVE ROLE CONCURRENCE – AUDIT
DIRECTORS (NEDS): (SECTION 2 COMMITTEE: (SECTION 4 PROVISION 24)
The Chairman of the Board is also the Chairman of the
PROVISION 11)
Audit and Risk Committee. The Board currently includes
The number of independent NEDs (excluding the
three accountants and the Board has determined that
Chairman) is currently less than at least half the Board as
there is no need to appoint a further NED with financial
required by the 2018 Code. As described more fully in the
experience. The Board, and separately the NEDs, have
Report of the Nomination Committee, for the period up
considered the Chairman’s role on the Audit and Risk
to the AGM this will be two independent NEDs and four
Committee and are firmly of the view that this combined
NEDs (including the Chairman). After the AGM Ms M. L.
role continues to be in the best interests of the Company
Archibald will stand down and the composition will revert to
for the time being. This situation continues to be reviewed
being one independent NED and three NEDs (including the
on a regular basis.
Chairman). This is a matter which the Board and the NEDs
have reviewed in the context of the skills and experience
REMUNERATION OF THE CHAIRMAN:
needed either directly on the Board or indirectly through
advisers and concluded that given the size of the Company
(SECTION 5 PROVISION 33)
and the stable nature of its strategy, business model and
The remuneration of the Chairman is not set by the
operations, the current composition of Executive Directors
Remuneration Committee. Instead, in line with the
and NEDs supported by external advisers, remains
principle of no one being involved in setting their own
appropriate.
remuneration, the Chairman’s remuneration, and that of
the other NEDs is reviewed by the Executive Directors who
APPOINTMENT OF A SENIOR
make a recommendation to the Board as a whole for final
approval, within the limits set by the Company’s Articles of
INDEPENDENT DIRECTOR (SID):
Association.
(SECTION 2 PROVISION 12)
Excluding the Chairman, the Company has two
IN THIS REPORT
independent NEDs and after Ms M.L Archibald stands down
In the following pages we describe our governance
will revert to having one Independent NED. The Board has
approach under the headings:
concluded that it is too small to merit the appointment of
• Board leadership and Group Purpose (page 38)
a SID. Should this change and the Board and shareholders
• Division of Responsibilities (page 39)
consider that the needs of the business warrant widening
• Composition, Succession and Evaluation – the report of
the NED pool for the longer term to a level that creates a
the Nomination Committee (pages 41 to 44)
clear SID role then we would appoint one.
• Audit, Risk and Internal Control – the report of the Audit
COMPOSITION OF COMMITTEES IN
and Risk Committee (pages 45 to 50)
• Remuneration – the report of the Remuneration
GENERAL: (SECTION 3 PROVISION 17;
Committee (pages 51 to 66)
SECTION 4 PROVISION 24; AND SECTION
5 PROVISION 32)
The Board is small and therefore the composition of each of
By Order of the Board
the Committees is limited by the available pool of Directors.
As noted above, should it be concluded that appointing
further independent NEDs was appropriate and would
bring value, then composition of the Committees would be
reviewed.
BOARD EVALUATION AND DIVERSITY:
(SECTION 3 PROVISIONS 21 AND 23)
M.M. Bray
The Directors consider that the small size of the Group
Company Secretary
and the Board does not warrant a formal performance
8 July 2025
evaluation process. However, performance of the Directors
is evaluated on an ongoing basis by the Board. In addition,
there is no formal policy on diversity and inclusion, again
because of the size of the Company, although the Company
is committed to equal opportunities for all and that
recruitment and selection be strictly on the basis of merit
and ability. Both these matters are continually kept under
review.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Corporate Governance (Continued)
BOARD LEADERSHIP AND
THE WORK OF THE BOARD
The Board meets formally at least five times a year, with ad
GROUPPURPOSE
hoc meetings to discuss particular transactions and events
The role of the Board is to provide leadership to the Group,
called as and when required. All Directors are expected
ensuring that the necessary financial and human resources
to attend all meetings of the Board, and any committees
are in place to enable the Group to meet its strategy and
they are members of, and devote sufficient time to the
objectives. In addition, the Board ensures that there are
Company’s affairs to fulfil their duties as Directors. During
appropriate financial and business systems and controls in
the year Board and committee meetings were held by a mix
place to safeguard shareholders’ interests and maintain an
of in-person and remote electronic means.
appropriate and effective governance framework. In making
decisions throughout the year, the Board is strongly aware
The Board operates in accordance with the Company’s
of its responsibilities to the Company’s shareholders as well
Articles of Association and there is a Schedule of Matters
as other stakeholders including managing possible conflicts
Reserved for Board Decision which includes approval of
of interest between different stakeholder groups.
strategy, budgets, financial reports, public announcements,
significant acquisitions of property, major capital
CULTURE
expenditure, funding and dividend policy. In addition
We believe that in achieving these aims our Purpose, values
the Board reviews and approves matters related to the
and culture are integral to everything we do, with the tone
operation of the Board and its committees, and, where
being set by the way the Board, particularly our Executive
material, any new or significantly amended operational or
team, conduct themselves. Given the long-standing tenure
staff policies. Routine operational questions are delegated
of the Executive Directors and the long average time in
to the relevant team. However, when needed, there is an
post of our staff, then the cultural expectations around
escalation process to have a proposed course of action
day-to-day behaviours, informal norms, and ways of working
considered by the Executive Directors or the Board.
are well known to all feeding down from the Executives and
evolving organically over time to meet new challenges.
The Company Secretary sends out the agenda and
supporting information to all members of the Board in
SETTING OUR STRATEGY
advance of Board meetings. At each meeting the Executive
Group strategy is proposed by the Executive Directors
Directors provide an operational update, noting any issues
and that strategy is rigorously discussed, debated and
arising and upcoming sales or purchases in the pipeline.
agreed by the Board. The Executive Directors together
The Board receives, by rotation or exception, reports
with our employee teams work to implement the strategy
from the heads of department again noting any issues
reporting back to the Board on progress at each meeting.
arising. The Risk Matrix, updated for any new information
The Directors constantly seek feedback from any source or
or emerging risks, is reviewed as are any potential
stakeholder on how well the current operations are working
conflicts of interest. Any meetings or other contact with
to meet the strategy as the working environment evolves.
shareholders or other key stakeholders are reported back
Information received is analysed for new and emerging
and, where necessary, responses discussed and agreed.
risks and opportunities that may have implications for the
The information supplied to the Board and its committees is
strategy and operations, and the risks monitored.
kept under review to ensure it is fit for purpose, and that it
UNDERSTANDING STAKEHOLDER NEEDS
enables sound decision-making.
The Board is mindful of its responsibilities towards all
All Directors have access to independent professional
stakeholders and engagement with them as described
advice at the expense of the Group and to the services of
elsewhere in this Annual Report, including:
the Company Secretary who is responsible to the Board
• our purpose and wider responsibilities (page 5)
for ensuring the correct procedures are followed, as well as
• engagement with our employees (page 15)
providing corporate governance updates and guidance.
• engagement with stakeholder groups (pages 15 to 16)
The Directors consider that the small size of the Board
does not warrant a formal performance evaluation process.
Understanding and taking into account the short and long
However, performance of the Directors is evaluated on an
term interests of stakeholders when making decisions is
ongoing basis by the Board. This is a matter continually
central to how the Company operates, recognising that
under review.
these interests will vary by issue and that trade-offs will
often be needed as noted in our Section 172 statement
(page 14).
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Attendance at and number of Board and committee meetings is set out below:
Mr A.W. Mr D.M. Mrs M.M. Ms M.L. Ms T.E.B. Dr A.R.
1 1 2
Meetings Powell Sinclair Bray Archibald Hartley Williams
Full Board 5 5 5 5 1 5
Audit and Risk Committee 5 5 5 5 1 5
Remuneration Committee 5 2 2 5 1 5
Nomination Committee 2 2 2 2 1 2
1.
Mr D.M. Sinclair and Mrs M.M. Bray were invited to attend four Audit and Risk Committee Meetings and two Remuneration Committee Meetings.
2.
Ms T. Hartley was appointed to the Board on 1 January 2025 and was eligible to attend one board meeting and one meeting of each of the committees.
In accordance with the 2018 Code, all members of the
THE NON-EXECUTIVE DIRECTORS
Board offer themselves for re-election each year, with
The role of the NEDs, as described in their letters of
the exception of Ms T. Hartley who is offering herself for
appointment, is to bring independent and objective
election following her appointment to the Board on 1
judgement and scrutiny to all matters before the Board
January 2025, as described in the notice for the upcoming
and its committees. During the appointment process steps
2025 AGM and as set out in the Directors’ Report on
are taken to confirm that they will have the time needed to
page 34 and in the Notice of Meeting on page 109.
meet their responsibilities to the Group.
DIVISION OF RESPONSIBILITIES
Throughout the year the NEDs hold meetings periodically
The 2018 Code requires that there should be a clear
without the Executive Directors including meetings to
division of responsibilities between the roles of CEO
discuss remuneration of the Executive Directors and to
and Chairman, both roles being separate and distinct.
meet with the external auditor to discuss the audit of the
The Chairman is responsible for leading the Board and
Annual Report and Accounts.
ensuring its effectiveness, including the Board’s decision-
The 2018 Code requires at least half the Board, excluding
making process, building a constructive relationship
the Chairman, should be independent NEDs. For the
between Executive Directors and NEDs, and, for fostering
purpose of the 2018 Code, on appointment as a NED
open debate with an appropriate balance of challenge
and on appointment as Chairman, Mr A.W. Powell was
and support. The CEO is responsible for leading the
considered to be independent and Ms M.L. Archibald and
development and execution of long-term strategies of the
Ms T.E.B Hartley are deemed to be independent NEDs.
business and has specific responsibilities in relation to all
Dr A.R. Williams is a NED but he is not considered to be
matters to do with property purchase and sale.
independent for the purposes of the 2018 Code.
THE EXECUTIVE DIRECTORS
At present the Board does not intend to appoint any
Day-to-day management is delegated to the Executive
Director to fulfil the role of SID, given the limited size of the
Directors with focus on major transactions, business growth,
Board, but may decide to do so in the future.
strategy, cash management and control. There is regular
communication with the NEDs in order to keep them
OUR GOVERNANCE FRAMEWORK
informed about the Group’s operations. This is done via a
The Directors recognise their accountability as a Board to
schedule of regular Board meetings throughout the year
the shareholders for the effective stewardship of the Group
supplemented by ad hoc in person or electronic meetings
and its strategy, operations, governance and control. In this
or by e-mail as needed to address specific matters arising.
the Board are supported by three committees whose roles
and current composition are:
The Group has seven Senior Managers reporting to the
Executive Directors. There are six core departments
THE NOMINATION COMMITTEE
– Accounts, Property Management, Property Trading,
This Committee is responsible for reviewing the balance
Rent, IT and Administration – with staff reporting either
of experience, skills and knowledge on the Board, for
to the relevant managers and/or directly to the Executive
succession planning and recommending any appointments
Directors.
to strengthen the Board’s expertise and for managing
any re-appointments as needed. Due to the small size of
the Board all members of the Board are members of the
Nomination Committee.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Corporate Governance (Continued)
THE AUDIT AND RISK COMMITTEE
Risk Committee on page 45 to 50 includes a description of
This Committee is responsible for monitoring Mountview’s
the internal audit work carried out during the year.
accounting policies and processes, audit arrangements
The key procedures which the Directors have established
and for reviewing the risk management and internal audit
with a view to providing effective internal financial control
function framework. It is also responsible for the clarity and
are as follows:
completeness of the Company’s disclosure to shareholders.
The Committee is comprised of all the NEDs, including the
Identification of business risks – The Board is responsible
Chairman.
for identifying the major business risks, as well as
emerging risks, faced by the Group. The principal risks and
THE REMUNERATION COMMITTEE
uncertainties faced by the Group are set out in the Review
The Committee is comprised of all the NEDs, including the
of Operations on pages 11 to 13 together with mitigating
Chairman, and is responsible for both setting remuneration
factors for each risk.
policy and for the implementation of that policy as regards
the Executive Directors. NED remuneration is proposed by
Management structure – The Board has overall
the Executive Directors and determined by the Board.
responsibility for the Group and, as described on page 38,
there is a formal schedule of matters specifically reserved
Further detail on the Terms of Reference of these
for decision by the Board.
Committees can be found on the Company’s website
(www.mountviewplc.co.uk). Reports of their activities
Corporate accounting – Responsibility levels are
follow later in this Annual Report and Accounts on
communicated throughout the Group as part of the
pages41to 66.
corporate accounting procedures. These procedures set out
authorisation levels, segregation of duties and other control
RISK MANAGEMENT AND INTERNAL
procedures.
FINANCIAL CONTROL
Quality and integrity of personnel – The integrity
The Board has overall responsibility for risk management
and competence of personnel is ensured through high
and the Audit and Risk Committee is specifically charged
recruitment standards, the regular day to day contact
with the governance of the risk management, internal
between the Executive Directors and staff, and close Board
control and audit processes. The Board has carried out
supervision.
a robust assessment of the principal risks, as well as
considering emerging risks faced by the Group which
Monitoring – Internal financial control procedures are
are set out on pages 12 and 13 and more detail on the
monitored and reviewed by the Board as a whole. These
functionof the Audit and Risk Committee is set out on
reviews embrace the provision of regular information to
pages 45to50.
management, and monitoring of performance and key
performance indicators.
Details of the Company’s financial risk management
objectives and policies are included in Note 3 to the
The Board is satisfied that the control procedures are
Consolidated Financial Statements on pages 76 and 77.
adequate to provide accurate information and safeguard
the assets of the Group.
An ongoing process for identifying, evaluating and
managing the significant operational risks faced by the
2024 CODE
Group was in place throughout the period from 1 April 2024
The Board is mindful of the issuance in January 2024 of a
to the date of approval of the Annual Report and Accounts.
new version of the UK Corporate Governance Code – 2024
The effectiveness of this process is reviewed annually by the
Code and related guidance. For the current year as well as
Board.
continuing the practice from last year of using the changes
as prompts to review existing disclosures in carrying out
The Directors are responsible for establishing and
the review of the remuneration policy, as described more
maintaining the Group’s system of internal financial control.
fully in the Report of the Remuneration Committee pages
Internal control systems in any group are designed to
51 to 66, the Remuneration Committee chose to adopt the
identify, evaluate and manage risks faced by the Group
requirements of Provision 37 and 38 of the 2024 Code as
and meet the particular needs of the Group and the risks
part of this review.
to which it is exposed. By their nature such systems can
provide reasonable but not absolute protection against
material misstatement or loss. The report of the Audit and
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the
Nomination Committee
MEETINGS
Meetings
Meetings eligible to
Committee Member Attended Attend
Mr D.M. Sinclair – Chair 2 2
Mrs M.M. Bray 2 2
Ms M.L. Archibald 2 2
Ms T.E.B Hartley 1 1
Mr A.W. Powell 2 2
Dr A.R. Williams 2 2
All the Directors of the Company are members of the Nomination Committee.
Dear Shareholder,
I am pleased to present the Nomination Committee report which sets out its role and activities during the year.
HOW THE NOMINATION COMMITTEE OPERATES
The Board considers that given its size, it would be unnecessarily burdensome to establish a separate Nomination
Committee that did not include the entire Board and believes that this enables all Directors to be kept fully informed of any
issues that arise. The Nomination Committee and the Board recognise that this means that of the five members meeting in
2024 only one was an independent NED and of the six members meeting in 2025 two were independent NEDs which is not
in accordance with Provision 17 of the 2018 Code (see Corporate Governance Report page 37) but consider, that this is an
appropriate and pragmatic alternative approach given the size of the Board.
The Nomination Committee met twice during the year ended 31 March 2025, supplemented by informal meetings and
discussions. Only the members of the Nomination Committee have the right to attend meetings, but may invite other
senior management or advisers to attend all or part of any meeting as appropriate.
ROLE OF THE NOMINATION COMMITTEE
The main roles and responsibilities of the Nomination Committee are set out in its terms of reference, which are reviewed
annually and are available on the Group’s website. These responsibilities include assisting the Board in discharging its
responsibilities relating to the composition and make-up of the Board and its committees, succession planning, the
endorsement of Directors for re-election at the AGM and, when needed, the appointment of additional Directors.
The Board believes in the benefit of having a broad range of skills and backgrounds and the need to have a balance of
experience, independence, diversity - including gender, and knowledge of the Group and its Board of Directors. These
matters are taken into account during recruitment but ultimately we look to appoint the best candidate for the role on the
basis of their merit and ability taking into account the needs of the Group, including the skills needed to support delivery of
the Group’s strategic objectives and to ensure the effective functioning of the Board now and in the future.
ACTIVITIES OF THE COMMITTEE
The Nomination Committee, and related Board discussions, covered the following matters:
• the composition of the Board and the Board’s committees
• the balance of skills, experience and knowledge required by the Board and its committees and the business as a whole
• the re-election of all the Directors at the AGM in 2024 and the upcoming 2025 AGM, taking into account their
contribution and time commitments
• the review of the Group’s approach to and provisions for succession planning, taking account of the length of service
of each director, developing staff, diversity and gender balance and Board evaluation. These matters are discussed in
the Directors’ Report and the Corporate Governance Report and below in relation to succession planning for Mhairi
Archibald, independent NED, the appointment of Tracey Hartley as an Independent NED and the extension of the
tenure of Dr Andrew Williams as a non-independent NED.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the
Nomination Committee
(Continued)
As a result of their work, the Nomination Committee is satisfied that the Board has the necessary experience, knowledge
and skills to lead the Group and deliver on its strategy. The Group has also developed succession planning arrangements
to cover for both the short term absence of a Director, or the situation where we are seeking a new Director – when the
process outlined below would be followed.
NED APPOINTMENTS
In the 2004 Annual Report the Nomination Committee reported that we had engaged an external recruitment consultant
Stephenson Executive Search Ltd, which has no other connection with the Group, to carry out a search for a new, suitably
experienced and qualified independent NED. As that search was ongoing the Committee agreed to extend Ms Archibald’s
contract until 31 March 2025 with the aim of completing the new appointment and enabling a short period of overlap with
Ms Archibald to ensure a smooth and seamless transition of Ms Archibald’s role and duties as chair of the Remuneration
Committee and her other committee membership roles and responsibilities.
The search restarted in Autumn 2024 using the specification given to Stephenson's Executive Search Ltd in 2023. They
interviewed potential candidates, producing a candidate list that was reviewed by the Committee to select a short list for
interview. Based on the interviews, which included all members of the Board, the Committee identified and recommended
to the Board, and subsequently approved by the Board, the appointment of Ms Tracey Hartley as an independent NED -
with effect from 1 January 2025.
MHAIRI ARCHIBALD
In March 2025, and with the advice and support of external advisors, the Committee agreed that Mhairi Archibald’s
appointment would be extended for a further short period up to and including the 2025 AGM. The Committee has
given this careful consideration and believes this is appropriate and that Ms Archibald remains independent given
the independence of character and judgement she has brought in her role to date, her knowledge of the Company's
operations and her valuable experience arising from her other roles and it is felt this appointment provides valuable
continuity at a time of change in Board composition. As noted Ms Archibald will not be standing for re-election but will
retire at the conclusion of the 2025 AGM.
TRACEY HARTLEY
Following the search carried out by Stephenson Executive Search Ltd Ms Tracey Hartley MRICS was appointed as an
independent NED with effect from 1 January 2025. Tracey has over 25 years of expertise in residential property investment,
property, and asset management across Estate, Block, and Build to Rent (BTR) sectors. She has also established a
strong track record in senior leadership, strategy, and operations. Her career includes a decade in Operations and Fund
Management roles at Grainger P.L.C, and she has served as the Head of Residential at The Howard de Walden Estate,
JLL (managing The Crown Estates Central London portfolio) and Chief Operating Officer at Cortland Europe and Senior
Director - Operations at Compass Rock International and in June 2025 was appointed Head of Property Asset Management
at Wellcome Trust. Ms Hartley has a keen focus on governance, risk, and compliance, ensuring best practices are followed
across all levels of operations. Her industry shaping roles include participating in the Government's Private Rented Sector
(PRS) Taskforce, serving as the current Chair of the British Property Federation (BPF) Residential Management Committee,
being a member of the BPF Living Sectors Board and the RICS UK & Ireland World Regional Board.
DR ANDREW WILLIAMS
Dr Andrew Williams has been a non-independent NED and as a member of the Sinclair Family Concert Party has
represented the interests of the family and private shareholders generally since his first appointment on 1 December 2015.
Again with the advice and support of external advisors and following discussion, including with the Sinclair Family Concert
Party members the Committee agreed to extend his contract for a further three years starting on 1 December 2024.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
PROCESS FOR BOARD APPOINTMENTS
As described above, during the year Tracey Hartley was appointed to the Board with effect from 1 January 2025.
The Nomination Committee has a formal appointment process in place that embraces the principles described above and
was applied during the year and would be used in future should the need for a new appointment be identified. The key
steps in the process are:
• The Nomination Committee considers the skills and experience that it believes are needed for the Group to function
effectively, taking account of the skills of the existing Board members and those of external advisers that the Board
needs to draw on from time to time.
• Where a particular skill set is believed to be in continuous demand then the Nomination Committee will evaluate
the balance of the skills currently on the Board in order to identify a specification of the personal attributes, skills and
capabilities and experience needed, including, but not limited to, the skill set that prompted this evaluation.
• Should it be appropriate to filling the vacancy to look for an external candidate, then an independent external search
consultant will be appointed, the needs of the appointment and the recruitment process discussed and agreed.
• The process, including interviews and evaluation will be followed in conjunction with the external consultant.
• The conclusion of the process would be a recommendation to the Board.
DIVERSITY
The Group aims to provide equality, fairness and respect for all employees and to oppose and avoid all forms of unlawful
discrimination during recruitment and then while employed by the Company.
Given the stability and the small size of the Company’s Board and workforce, and thus the infrequency of appointments,
the Company has not converted these principles into a formal policy on diversity and inclusion for either the Board or other
members of staff. The Board keeps this under review.
The Board confirms that as at 31 March 2025 (being the reference date selected by the Board for the purposes of this
disclosure), the Company complied with the regulatory targets set out in FCA's UKLR 6.6.6R(9)(a)(i) of having at least 40%
of Board Directors being women and at least one senior Board position being held by a woman as there was 50% female
representation on the Board, one of whom is the Chief Financial Officer. The chair of the Remuneration Committee is also
female.
The Board is aware that the target in UKLR 6.6.6R(9)(a)(ii), having at least one Board member from a minority ethnic
background, has not been met and its consideration will form part of its deliberations in building a diverse and inclusive
culture on the Board. The Company remains committed to the principle of diversity and aims to achieve the targets set out
in UKLR 6.6.6R(9)(a). Diversity includes aspects such as diversity of skills, perspectives, industry experience, educational and
professional, and social background, gender, ethnicity and age. The Company remains committed to equal opportunities
for all and recruitment and selection of new Directors is strictly based on merit and ability. The Committee keeps the
composition of the Board, and its diversity, under close review and in considering and acting upon its succession planning
for the refreshment of the Board is ensuring that any search for a new Director is open to people of all backgrounds.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the
Nomination Committee
(Continued)
GENDER REPRESENTATION DATA AS AT 31 MARCH, 2025:
As at 31 March 2025, the Group had one female Executive Director, Mrs Marie Bray, who has been on the Board since 2004,
and two female NEDs, Ms Mhairi Archibald, who has been on the Board since July 2014 and Ms Tracey Hartley who has
been on the Board since January 2025 . Female Board membership represented 50% of the Board.
Number in Percentage
Number of Percentage of Senior Board executive in executive
Board members the Board positions* management** management**
Men 3 50% 2 4 57%
Women 3 50% 1 3 43%
Other 0 0% 0 0 0%
Not specified/ prefer not to say 0 0% 0 0 0%
* Senior positions include: CEO, CFO, SID and Chair.
** Executive management The Group has seven Senior Managers (who are not Directors).
Overall, of our 25 employees and six Directors, 12 are male and 19 are female.
ETHNIC REPRESENTATION DATA AS AT 31 MARCH, 2025:
Number in Percentage in
Number of Percentage of Senior Board executive executive
Board members the Board positions* management** management**
White British or other White (including
minority-white groups) 6 100% 3 7 100%
Mixed/multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group, Including Arab 0 0% 0 0 0%
Not Specified/prefer not to say 0 0% 0 0 0%
* Senior positions include: CEO, CFO, SID and Chair.
** Executive management The Group has 7 Senior Managers (who are not Directors).
APPROACH TO DATA COLLECTION
Mountview has used a consistent approach in collecting the gender and ethnicity data shown in the tables above, drawing
data from the Group’s HR Information System based on self-identification responses given during recruitment as amended,
if necessary, during employment. Regarding gender, employees can self-identify as either male, female or “other”.
BOARD AND COMMITTEE EVALUATION
The Directors consider that the small size of the Group and Board does not warrant a formal performance evaluation
process. However, performance of the Directors is evaluated on an ongoing basis by the Board. This is a matter continually
under review.
D.M. Sinclair
Chairman of the Nomination Committee
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the Audit and
Risk Committee
MEETINGS
Meetings
Meetings eligible to
Committee Member Attended Attend
Mr A.W. Powell - Chair 5 5
Ms M.L. Archibald 5 5
Ms T.E.B. Hartley 1 1
Dr A.R. Williams 5 5
Non Member
Mr D.M. Sinclair1 5 –
Mrs M.M. Bray1 5 –
1.
Mr D.M. Sinclair and Mrs M.M. Bray were invited to attend five Audit and Risk Committee meetings.
Dear Shareholder,
I am pleased to present the Audit and Risk Committee Report for the year ended 31 March 2025. The Board considers that
I have recent and relevant financial experience as recommended under provision 24 of the 2018 Code as it applies to the
Company for the financial year under review. In line with the 2018 Code, the Audit and Risk Committee (the Committee) as
a whole is deemed to have competence relevant to the sector in which the Company operates.
The Committee and the Board recognises that, given the size and composition of the Board, only one NED is independent.
Also as Chairman of the Board I have a dual role. It has been determined that while it is not in accordance with Provision 24
of the 2018 Code (see Corporate Governance Report on page 37) this is a pragmatic alternative approach given the size of
the Board.
The Committee plays a vital role in ensuring that the interests of the shareholders are protected and in assisting the Board
in discharging its responsibilities by challenging the integrity of the financial statements, in reviewing the effectiveness of
the internal controls systems within the Group and in considering the scope of the annual audit and the nature and extent
of any permitted non-audit work that may be undertaken by the external auditor.
This report details the activities of the Committee that were undertaken during the year to 31 March 2025.
ROLE OF THE AUDIT AND RISK COMMITTEE
The Committee’s principal roles and responsibilities, as set out in its terms of reference (which can be found on the Group’s
website at www.mountviewplc.co.uk), include:
• monitoring the integrity of the Group’s financial statements;
• reviewing the tone and content of the Interim Report, the Annual Report and Accounts and any associated regulatory
news announcements;
• reviewing the Group’s internal financial controls and risk management systems;
• assessing the performance and independence of the external auditor, including the application of our policy on non-
audit services;
• selecting the external auditor and making appropriate recommendations through the Board to permit shareholder
consideration at the Annual General Meeting;
• assessing the effectiveness of the external audit process;
• acting as a conduit between the Board and the external auditor;
• agreeing and reviewing the programme for the internal audit function;
• reviewing any incidents of whistleblowing occurring within the Group and ensuring adequate review and investigation;
and
• reporting to the Board on how it has discharged its responsibilities.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the Audit and
Risk Committee
(Continued)
ACTIVITIES OF THE COMMITTEE
During the year the Committee met on five occasions, including meetings with Moore Kingston Smith LLP:
• prior to the issue of the preliminary results to review audit planning and conduct and then audit recommendations,
where appropriate, and consider any significant issues arising from the audit and review process, and
• in March 2025 where the Committee agreed the external audit terms of engagement and the auditor’s scope, proposed
approach and fees for the annual audit for the financial year 1 April 2024 to 31 March 2025.
Outside of the formal meeting programme, as Committee chairman I stay in contact with key individuals involved in the
Company’s governance, including the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the external audit
partner and other external advisers.
The Committee is satisfied that controls over accuracy and consistency of information presented in the Annual Report and
Accounts are robust and has confirmed to the Board that it believes this Annual Report and Accounts are fair, balanced and
understandable.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
KEY AREAS FORMALLY DISCUSSED AND REVIEWED
Key areas formally discussed and reviewed by
Principal Responsibilities of the Committee the Committee during the year
REPORTING AND EXTERNAL AUDIT
• Monitoring the integrity of the Company’s financial
• Results, commentary and announcements
statements and all formal announcements relating to the
• Key accounting policy judgements, including valuations
Company’s financial performance, reviewing financial
• Impact of future financial reporting standards
reporting judgements contained within them
• Going concern and long term viability
• Making recommendations to the Board regarding
• External auditor management letter, containing
approval of the external auditor’s remuneration, terms of
observations arising from the annual audit leading to
engagement, monitoring independence, objectivity and
recommendations for financial reporting improvement
effectiveness
• External auditor’s remuneration and audit tender
frequency (last tendered 2023)
• External auditor effectiveness
VALUATIONS
• Monitoring and reviewing the valuation process for the • Annual report on the effectiveness of the valuer which
investment properties considers the quality of the valuation process and
judgement
• Valuer competence and effectiveness
• Challenge the Executives in respect of both the
independent external valuations and Directors’ valuations
across the entire property portfolio
RISK AND INTERNAL CONTROL
• Reviewing the principal risks and uncertainties as well
• Maintenance of the Risk Register including identifying
as emerging risks, including those that could affect
and then making a robust assessment of the principal
solvency or liquidity, future performance and its business
risks facing the Group
model
• Horizon scanning for emerging risks
• Reviewing the risk management disclosures on our
• Review of risk disclosures as part of review of accounts
approach to risk in the Annual Report and Accounts
• Conduct scenario analysis for the long term viability
statement
• Confirming the internal audit annual work programme
• Review outcomes of Internal Audit work
• Reviewing the effectiveness of internal controls,
• Reviewed reports by the Executive Directors, senior
including those related to hybrid working and cyber risk
managers,including IT, and the internal and external
from remote access
auditors on the operation of controls
OTHER
• Reviewing the committee’s Terms of Reference and • Reviewed and confirmed the Terms of Reference;
monitoring its execution execution and effectiveness monitored through a
progress table and externally sourced questionnaires
• Considering compliance with legal requirements,
• Reviewed processes for monitoring and assessing the
accounting standards, the UK Listing Rules and
impact of new relevant regulation
Disclosure Guidance and Transparency Rules
• Reviewing the whistle-blowing policy and operation and
• Review of whistle-blowing and related arrangements as
related policies including the anti-bribery and gift policy,
set out in the staff manual. Confirmation from the CFO
and their operation.
that there have been none during the year
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the Audit and
Risk Committee
(Continued)
EXTERNAL AUDIT
Audit tenure: – Following best practice and in accordance with its Terms of Reference, the Committee annually reviews
the audit requirements of the Company and suitability of the auditor. Moore Kingston Smith LLP have been the Group’s
auditors since January 2024 when they were appointed following a formal tender process. Current UK regulations require
rotation of the lead audit partner every five years, a formal tender of the audit every ten years and a change of auditor every
twenty years. The Senior Statutory Auditor for the 2024 audit Mital Shah has moved on from Moore Kingston Smith LLP and
in his place Jonathan Russell has taken on this role for the 2025 audit and coming years.
Objectivity and independence: – These aspects are critical to the integrity of the Group’s audit. Prior to the planning
meeting the Committee reviewed the auditor’s own policies and procedures concerning objectivity and independence,
including reviewing their Transparency Report found on their website. We also confirmed that the auditor’s evaluation and
remuneration processes did not contain incentives for cross-selling.
Planning and contact: – Prior to the audit the Committee, together with the Executive Directors, met with the external
auditor Moore Kingston Smith LLP to review their proposals for the audit and agreed their terms of engagement, their
proposed approach and their fees for the audit. The Committee is confident that appropriate plans were put in place to
carry out an effective and high quality audit. Moore Kingston Smith LLP re-confirmed to the Committee during the meetings
that they maintained appropriate internal safeguards to ensure their independence and objectivity.
Effectiveness of the external audit process: – The Committee appraised Moore Kingston Smith’s performance and
independence by ensuring there is a comprehensive engagement letter in place, assessing their audit plan, including the
quality and consistency of their team and then assessing the quality of their reports. The Chairman was in contact with the
audit team, during the audit to discuss progress and any issues arising from the audit. In addition, we received feedback
from Mountview’s finance team who noted that Moore Kingston Smith LLP were professional and constructive while
maintaining their independence and robustness when carrying out their work.
At the conclusion of their work the Committee met with the external auditor without the Executive Directors present to
discuss their audit findings, including recommendations for financial reporting improvement and their management letter
containing observations arising from the annual audit. The discussion also covered the application of materiality and
adjusted and unadjusted audit differences. No material differences were identified during the current or prior year’s audit.
Re-appointment: – Based on their review the Committee believes Moore Kingston Smith LLP remains effective in its role
and, Moore Kingston Smith LLP having indicated their willingness to be reappointed as the Group’s external auditor, the
Committee has recommended to the Board that they be appointed for another year. A resolution to this effect will be
proposed at the 2025 AGM.
Non-audit services: – The Group’s policy requires that all non-audit fee work that falls within the category of allowed
services under the applicable Ethical Standards is reported to the Committee. The Committee can confirm that this policy
was adhered to and that no such services were provided by Moore Kingston Smith LLP during the year. Accordingly, the
Committee has concluded that the auditor’s objectivity and independence were safeguarded. The fees paid to Moore
Kingston Smith LLP are shown in Note 6 to the Accounts.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
INTERNAL AUDIT
Internal Audit focuses on the areas of potential risk to the Group. The annual audit planning cycle produces a proposed
work programme for the year developed taking account of prior internal or external audit findings and monitoring the
risk management process through the risk matrix. The work programme is designed to be flexible so that it can change in
response to altering priorities and requirements, including those related to external factors that could affect the Group.
The internal audit programme for the year included:
• liaison with Moore Kingston Smith LLP during the conduct of their first audit in 2024 – a role which is continuing into
2025;
• reviewing management accounts preparation processes;
• reviewing tax computation and filing processes;
• review of admin expenditure; and
• review of payroll and pension processes.
This internal audit work complements the close day to day involvement of the Executive Directors and the internal control
and risk management procedures in place.
The Committee retains the power to commission assurance work from time to time as it sees fit if needed to complement
existing skills and experience.
VIABILITY STATEMENT AND GOING CONCERN
The Committee provides advice to the Board on the form and basis underlying both the going concern and the longer-term
viability statement, including the potential impact of market, climate, inflation and interest rate changes. The Committee
are satisfied that while these remain relevant factors that, at the date of signing this report, a reverse scenario with the
potential to seriously damage the validity of either statement is unlikely.
Therefore the Committee concluded that it remains appropriate for the financial statements to be prepared on a going
concern basis and recommended the viability statement to the Board.
The Company’s going concern statement can be found on page 33. The viability statement can be found on page 13.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Report of the Audit and
Risk Committee
(Continued)
SIGNIFICANT ISSUES CONSIDERED IN RELATION TO THE FINANCIAL STATEMENTS
Significant issues and accounting judgements are identified by the finance team and the external audit process and are
considered and reviewed by the Committee. The significant issues considered by the Committee in respect of the year
ended 31 March 2025 are set out in the table below
Issues How the issues were addressed
Climate related risks The Committee in conjunction with our Climate Working Group (see TCFD disclosures pages 17 to 19) explored
scenarios that could lead to enhanced exposure to the Company from the impact of both transition and physical
risks. This work included exploring whether the effect of the impact of such risks could lead to a material impact
on the accounts that met the criteria for being considered a liability, or contingent liability. As a result of the work
the Committee and the Climate Working Group considered that at this point the exposures were all at a level
that could be readily met within current operating budgets and equally did not meet the recognition criteria. As
a result the Committee concluded that currently no adjustment to the accounts for climate related matters was
needed, though equally recognized that changes in legislation or a rapidly worsening climate – notably warming
might change this picture. This matter is kept under regular review by both the Committee and the Climate
Working Group. Finally, as noted above, the Committee considered the impact of climate on the going concern
and viability statements.
Valuation of The Committee discussed the valuation with the valuers independently of management. This provided the
investment property opportunity for the valuers to explain the process they follow when valuing the portfolio and for the Committee to
portfolio challenge the key assumptions. On the basis of this discussion the Committee concluded that the valuations were
independent and an appropriate basis for the year-end financial accounts.
Net realisable The Committee’s consideration of this aspect focused on the more recent purchases which have the greatest risk
value of the trading and included reviewing the processes used by the property team to assess values and hence consider the need
property portfolio for a provision. On the basis of these discussions the Committee was satisfied that the valuation was in line with
the accounting policy for trading properties, and there was no need for any provision.
The Committee also considered a number of other judgements made by management, none of which were material in the
context of the Group’s results or net assets.
KEY ISSUES FOR 2025/26
The Committee is always looking at ways to strengthen its support around governance to ensure that the Company’s
communications and processes are in line with good practice in this area. For 2025/26 this will include any changes to data
gathering and reporting needed to meet evolving requirements for example under the 2024 Code, the IFRS’s International
Sustainability Standards Board (ISSB) standards on climate reporting, once endorsed, or the transition from FRC to the
Audit, Reporting and Governance Authority (ARGA).
A.W. Powell
Chairman of the Audit and Risk Committee
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report
MEETINGS
Meetings Meetings eligible
Committee Member Attended to Attend
Ms M.L. Archibald – Chair 5 5
Ms T.E.B. Hartley 1 1
Mr A.W. Powell 5 5
Dr A.R. Williams 5 5
Non Member
1
Mr D.M. Sinclair
2 2
1
Mrs M.M. Bray
2 2
1.
Mr D.M. Sinclair and Mrs M.M. Bray were invited to attend part of two Remuneration Committee meetings and were not present for discussion concerning
the process of determining their awards or the amount of those awards.
Dear Shareholder,
On behalf of the Remuneration Committee and the Board, I am pleased to introduce our 2025 Remuneration Report for
which we are seeking your support at our AGM on 13 August 2025.
ROLE OF THE REMUNERATION COMMITTEE
The goal of the Remuneration Committee is to independently formulate and apply remuneration bases that align the
interests of our Executive Directors with those of our shareholders, and are fair and transparent in execution, as well as
being in accordance with the approved remuneration policy.
The role of the Remuneration Committee is set out in our terms of reference which can be found on the Company’s website
at www.mountviewplc.co.uk. The Remuneration Committee has reviewed these terms of reference and confirmed that
they remain appropriate.
ACTIVITIES OF THE COMMITTEE
The Remuneration Policy was last revised and approved at the AGM on 10 August 2022. Therefore a further review of the
Remuneration Policy has been undertaken in this financial year and will be presented for approval by shareholders at the
AGM on 13 August 2025.
In addition to the review of the Remuneration Policy, the main work of the Remuneration Committee in the current year
has been the application of the existing policy in the determination of the Executive Directors' awards in the context of the
financial results of the Company.
REVIEW OF THE REMUNERATION POLICY
As described further below, a review has been undertaken taking into account the provisions of the 2024 Code changes as
they relate to remuneration matters.
Our review was carried out in conjunction with FIT Remuneration Consultants LLP (FIT). As before FIT, who were appointed
by the Remuneration Committee, provide no other services to the Group and has no other connection with the Company
or any of its Directors. The Remuneration Committee satisfied itself that FIT demonstrated the necessary depth of
knowledge for the agreed role and objectivity in providing answers to questions posed during that discussion. FIT’s role
was to highlight developments in remuneration regulation and practice, including the 2024 Code and how they could be
incorporated into the review. They also provided advice on process to be followed and provided expert input and comment
on the areas that needed consideration in the policy and the wider Remuneration Report. They also reviewed the final draft
of the Remuneration Report prior to publication. The total fees paid to FIT for the financial year for their assistance were
£6,244 plus VAT.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
EXECUTIVE DIRECTORS’ AWARDS
As in prior years, and as noted elsewhere in this Annual Report, the Committee has been mindful of the role of chance
and external factors outside the role or control of the Executive Directors when it comes to the properties becoming
vacant for sale and also the cost of properties sold and thus gross margin and PBT. The Committee also noted, as in 2024,
the executives role in purchasing during the year topping up the portfolio with further acquisitions. The Remuneration
Committee has applied its own discretion when reaching decisions.
Specifically, when looking at the performance of the Executive Directors we have been mindful of their contribution to
ensuring that operations have run smoothly this year.
The Mountview staff (excluding the Executive Directors) were not specifically consulted as part of the process. However,
the Committee did take account of the general pay and conditions that apply to the staff which are determined by the
Executive Directors with whom they work closely on a day to day basis. In the year in recognition of their continued
diligence and commitment to the Company and its success staff were awarded salary increases averaging approximately 8%
with percentage increases tapering for staff with higher salaries.
Taking account of the ranges of awards being made within the peer group and similar sized quoted companies, the
Remuneration Committee has agreed to an increase in Executive Director salaries of 3% which, as in previous years, is a
substantially lower percentage increase than the increase for Mountview’s staff.
In reviewing the bonus figures for the year, the Remuneration Committee has adopted the approach used in prior years
of taking into account the financial metrics of the Group (primarily profit before tax), non-financial factors and, where
relevant market benchmarks and trends. In light of the decrease in Profit before Tax for the year 2024/25, the Remuneration
Committee set the bonus awards at £270,000 and £225,000 for the CEO and CFO respectively.
We are grateful to our Executive Directors and their continuing efforts to deliver the best results to the benefit of
shareholders and other stakeholders in line with the Company’s strategy. I am also thankful for the valuable contributions of
my fellow Remuneration Committee members throughout the year.
M.L. Archibald
Chairman, Remuneration Committee
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
REMUNERATION POLICY REVIEW
OBJECTIVES OF THE REVIEW
Following the 2022 review that restructured the remuneration packages for the Executive Directors the Remuneration
Committee has tracked the performance of the Remuneration Policy which has operated as planned. Further, as described
elsewhere in this report, the strategy and business model of the Group are reviewed regularly with shareholders and
they continue to support both. With this in mind and also taking account of the evolution of governance, legislation and
regulation, the Remuneration Committee’s key objectives for the current Remuneration Policy review were to ensure that:
• incentives remain aligned with the strategy;
• packages are competitive against our peer group;
• our remuneration policies are suitable to attract, motivate and retain the right talent; and
• our remuneration policies and practices are in line with the evolving legislation, regulation and good practice including
matters arising from the revised UK Corporate Governance Code 2024 (2024 Code) published in 2024.
Notwithstanding the 2024 Code dropping Provision 40, in line with widespread practice, in the conduct of the review
process and the updated policy we have sought to reflect the characteristics outlined in Provision 40 of the 2018 Code as
follows:
Clarity – we sought to engage with major shareholders during the review. The new policy with reasons for changes adopted
and suggestions not taken up have been discussed with our shareholders and directors.
Simplicity – as discussed further below, we have retained the simplicity of the current policy avoiding artificial or immaterial
metrics.
Risk – we have been mindful of the risk environment of the Group and aimed at ensuring that the policy reflected but did
not add to that environment as could be the case with, for example, misaligned metrics that could encourage inappropriate
risk taking.
Predictability – the Short-Term Incentive (STI) arrangements lead to a predictable range of outcomes and are subject to a
cap.
Proportionality – the policy is designed to lead to awards that blend the objectivity of financial metrics and subjectivity
involved in assessing non-financial performance.
Alignment to culture – the principles of rewarding individual performance and thus contribution to Group results are
reflected in remuneration structures throughout the Group.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
OVERVIEW OF THE REVIEW
The Executive Directors have continued to lead the Company as it has delivered very good results despite the adversity
faced, including market volatility, increasing interest rates and the higher inflation found in the cost-of-living crisis. These
results continue to flow through to dividends to the benefit of all shareholders. These results have been delivered by
applying a long-standing strategy and stable business model and operations that reflect this strategy. The maturity of these
aspects of the business mean that, in the Remuneration Committee’s view, the inherent risk of the operations continue to
be lower than for many other quoted companies and that, as a result, the rebalanced structure of the Executive Directors’
remuneration packages implemented in 2022 remains appropriate.
Accordingly, for this review we have limited changes to those deriving from:
• the updated remuneration provisions of the 2024 Code that we have chosen to adopt early for this policy review, and
• evolution of best practice as proposed by our advisers.
The Remuneration Committee also noted the publication of the Investment Association’s updated 2024 Principles of
Remuneration in October 2024. The Committee and our advisers have reviewed our current and the updated proposed
remuneration policies against these Principles and are satisfied that the updated Remuneration Policy is consistent with
them.
In addition to the Remuneration Committee’s own deliberations, recent feedback and comments received from our advisers
and shareholders have informed the process.
PROPOSED POLICY CHANGES
In developing the proposals set out in this report, the Remuneration Committee was informed by detailed consultation
with, and research by, FIT and in their role as our employment lawyers responsible for our Executive and employment
agreements, review of proposals by Forsters LLP, and through consultation with the Sinclair Family Concert Party and other
major shareholders. While employees were not specifically consulted as a part of the review, the Remuneration Committee
did take into account the general pay and conditions that apply to the Company’s employees which are determined by the
Executive Directors with whom they work closely on a day-to-day basis. Following discussion and the research and feedback
from advisors and shareholders, the Remuneration Committee are proposing the following action to accommodate the
updated regulations:
1. Amendments to reflect the changes to Provisions 37 and 38 in the 2024 Code as described more fully below and
2. To align with prevailing market practice, in the section on “Shareholding requirement and post employment holding
period”, clarifying the Committee’s position on how share ownership requirements and post employment holding
periods are to be addressed for current and any incoming Executive Director.
In addition, where needed, minor editorial changes have been made without altering the substance of the previous policy.
The Remuneration Committee is now seeking the wider shareholder approval of the proposed changes within the policy at
the AGM on 13 August 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
AMENDMENTS ARISING FROM THE 2024 CODE
The changes in provisions arising from the 2024 Code are as follows:
• Amended Provision 37: incorporating malus and clawback provisions into Executive Directors’ service agreements.
• New Provision 38: reporting on malus and clawback to include disclosure of (i) the circumstances in which malus and
clawback provisions could be used; (ii) the period of application for malus and clawback and why the selected period
is best suited to the Company and (iii) whether the provisions have been used in the last reporting period and a clear
explanation of the reason for application. Specifically, item (i) was included in the 2022 policy and item (iii) was reported
in 2024; whereas item (ii) is included in the 2024 review.
Deletion of Provision 40: Notwithstanding the 2024 Code removing provision 40 of the 2018 Code concerning policy and
practice areas that remuneration committees should address (clarity; simplicity; risk; predictability; proportionality; and
alignment to culture), following discussions with our advisers and in line with widespread practice in this transition year we
have retained notes on these matters which are set out above under the section: “Objectives of the review”.
KEY PRINCIPLES OF THE REMUNERATION POLICY
The Company’s Remuneration Policy continues to be designed to attract, motivate and retain the right talent for our
business in order that it can continue to deliver excellent returns for shareholders.
The Remuneration Committee believes that there should be a clear link between the Group’s financial results and the
short-term incentive element of the remuneration of its Executive Directors. In order to achieve this, the Remuneration
Policy provides for the Executive Directors’ total remuneration to comprise the following elements: base salary, a short-
term incentive award, pension and benefits. All elements are considered annually by the Remuneration Committee, most
notably its review focuses on base salary and the short-term incentive award. Base salary is reviewed with regard to seniority,
inflationary increases, personal performance, changes in responsibilities, market trends and peer group; whereas the short-
term incentive award is reviewed and aligned to:
1. the Group’s financial metrics (primarily profit before tax);
2. the Executive Director’s personal contribution; and
3. non-financial corporate goals to build for long-term sustainable success, including management development,
succession planning and the maintenance of a robust business infrastructure.
At the same time the Remuneration Committee takes account of the pay and conditions for the Company’s employees and
reviews market comparators to ensure that the reward is appropriate. The Remuneration Committee considers the relative
performance of the Group’s results in relation to its peers in determining where appropriate benchmarks should be set
(i.e. upper quartile, median or lower quartile). The Remuneration Committee then considers these factors in the context of
historical and current performance when applying its judgment and discretion in the process for determining awards.
Given that the Executive Directors (particularly the Chief Executive Officer) have significant personal holdings of the
Company’s shares that were not acquired through a share based incentive scheme, the Remuneration Committee does not
consider that a long-term incentive share scheme (LTI) or other similar share schemes are appropriate.
The Executive Directors do not receive a pension, but the Remuneration Policy still provides the ability to provide for a
pension contribution in the event that new appointments are made in the future. Pension contributions are made on behalf
of other employees working at the Company.
The revised policy updates and clarifies the position on malus and clawback and also on shareholding requirements and
post employment holding periods for both the current Executive Directors and also for any future Executive Director
employed by the Group.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
USE OF METRICS WHEN CONSIDERING THE SHORT TERM INCENTIVE
As noted elsewhere in this Annual Report and Accounts, the Group’s main drivers of their principal source of revenues
and profit arising in the current year – sales on vacant possession – are beyond the control of the Group or the Executive
Directors. The timing of vacant possession, the location and thus market price of properties disposed of, the original
purchase date of the properties sold and the appetite for the properties that are sold are all factors beyond the Group’s
control.
It is also the case that at a transaction level, the net proceeds are a function of the historic and current astuteness,
judgement and experience brought to bear when purchasing properties, setting reserve prices and the pricing of those
sales being made by private treaty – all of which are ongoing activities within the remit of the Executive Directors and their
teams.
The Remuneration Committee considered that, while firmly of the view that there should be a clear link between the
Group’s financial results and the short-term incentive element of the remuneration of the Executive Directors, the use of
metrics that attempted to link Executive Director’s performance with the current year’s profits would be unreliable and, at
best, be artificial and, at worst, be misleading. Consequently, the Remuneration Committee concluded that the current
approach continued to be appropriate.
MALUS AND CLAWBACK PROVISIONS
Malus and clawback provisions operate in respect of the annual bonus to protect shareholder interests and reduce the risk
of inappropriate risk taking. Events or actions that could trigger the activation of malus and clawback provisions would be:
• material misstatement of audited financial results and as a result the bonus award was made or paid to a greater extent
than it should have been;
• an error in calculating a performance condition;
• serious failure of risk management;
• any circumstances justifying summary dismissal from office or employment with the Group (including but not limited to
dishonesty, fraud or gross misconduct);
• significant reputational damage;
• corporate failure or insolvency having regard to the involvement of the individual executive in any events which occurred
during such bonus year which led to such insolvency.
In the event of any of the matters noted above becoming applicable then the malus and/or clawback provisions may apply
to the extent to which the Remuneration Committee considers that the relevant individual was involved (directly or through
oversight) in such events for three years from the date of payment of any bonus. In complex cases, the Remuneration
Committee, at its discretion, may extend this period for further two years to allow an investigation to take place.
The Remuneration Committee considered the period of application for malus and clawback and concluded that three years
was both in line with market norms and was also a reasonable timeframe in which financial misstatements or misconduct are
likely to be identified.
The malus and clawback provisions were not used in either of the years to 31 March 2025 or to 31 March 2024.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
SHAREHOLDING REQUIREMENT AND POST EMPLOYMENT HOLDING PERIOD
Shareholding requirement: The Company supports the principle that to promote stewardship and to align the interests
of Executive Directors with those of shareholders, Executive Directors should build up and maintain a shareholding in the
Company. The present Executive Directors both have long standing, substantial personal holdings in the Company, which
the Remuneration Committee believe meets this principle.
To continue this principle, any future Executive Director would be expected to build up and maintain a shareholding in
the Company either through purchasing shares or through share awards earned under short- or long-term incentive plans.
There will be no maximum level. However, to avoid placing undue financial pressure on a new Executive Director having to
fund their investment in a substantial shareholding in the Company at the outset of their appointment, the Remuneration
Committee will use its discretion in relation to both the nature and constituent components of their remuneration package
and also in respect of the amount and period during which they will be required to build up their shareholding in the
Company. In developing these requirements, the Remuneration Committee will be cognisant of the particular circumstances
of the Company, and also of similar arrangements in operation within other quoted companies at that time.
Post-employment holding period: Should a share based incentive scheme be introduced for current or new Executive
Directors any shares awarded under such scheme will be subject to the above principles (as modified to reflect prevailing
practice from time to time) and also to a post-cessation holding period. Following the cessation of their executive
directorship, an Executive Director would be required to retain a shareholding in the Company for a two year period,
on such terms and in such amounts as set out in the relevant share based inventive scheme. At the end of the post-
employment holding period, the shares would become free to dispose of.
For the purposes of this requirement an Executive Director’s relevant shareholding will include those shares awarded under
any short- or long-term incentive plan but exclude shares acquired personally.
DISCRETION
The Remuneration Committee considers annually both salary and the STI awards which operate in accordance with the
policy tables on pages 58 and 59. Consistent with market practice, the Remuneration Committee retains discretion over a
number of areas relating to the operation and administration of these awards. This includes the ability within the policy to:
• adjust targets and/or set different measures or weightings for the applicable awards, if the Remuneration Committee
determines that either for the current year external developments support modification of the terms or determines that
the original conditions are no longer appropriate or do not fulfil their initial purpose for the longer term. In either case
such changes would be explained in the Directors’ Remuneration Report and, if appropriate, be discussed with our
major shareholders
• adjust the outcomes under the policy to ensure these are aligned to and are reflective of the underlying business aims
and performance of the Group, or in response to external factors that affect the Group’s performance in a manner
consistent with other listed companies
In particular, in relation to the STI awards the areas of discretion include, but are not limited to, determining the
participation of new Executive Directors, the award levels, setting or amending performance measures and targets,
treatment of awards on a change of control, treatment of awards for leavers and adjusting awards (e.g. as a result of a
change in capital structure).
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
REMUNERATION POLICY DETAIL TABLES
The tables below summarise the main elements of the remuneration packages of the Executive Directors, the key features
of each element, their purpose and linkage to strategy.
EXECUTIVE DIRECTORS
Changes from old
Component Proposed new policy policy
BASE SALARY
Purpose and link to To provide a competitive level of non-variable remuneration and major element of total Unchanged
strategy remuneration aligned to the Company’s peer group and reflective of the seniority of the
post, the experience of the Executive and the known and expected contribution to the
Group’s strategy.
Operation Base salaries are reviewed each year with regard to the seniority of the individual, Unchanged
changes to responsibilities, performance, peer group developments and inflationary
increases taking into account the Consumer Prices Index, published annual
remuneration surveys and the average change in workforce salaries, excluding
promotion, merit or similar components of workforce rises, if this is lower than the
published inflation indices. While all the factors above are taken into account, the
percentage annual increase will normally not exceed the small cap upper quartile figure
increase for executives as reported annually by FIT or other reputable provider of survey
data.
Opportunity Base salaries are fixed for each financial year and effective from 1 April each year. Unchanged
Performance metrics None Unchanged
PENSION
Purpose and link to To attract and retain high quality Executives by providing income in retirement. Unchanged
strategy
Operation The Company would offer contributions to an approved defined contribution pension Unchanged
scheme. The current Executive Directors do not receive contributions under a pension
scheme.
Opportunity Contributions would be made at the rate applied to workforce pensions and be based Unchanged
on base salary only. Contributions may be made at a higher rate through salary sacrifice.
Performance metrics None Unchanged
BENEFITS
Purpose and link to To aid the recruitment and retention of high quality Executives. Unchanged
strategy
Operation The Company provides private medical insurance, sick pay and life assurance. Other Unchanged .
non-pensionable benefits may be provided if the Remuneration Committee considers
it appropriate. The Remuneration Committee reserves the discretion to introduce
new benefits where it concludes that it is appropriate to do so, having regard to the
particular circumstances and to market practice.
Opportunity The benefits are fixed in relation to the Executive’s base salary. The Remuneration Unchanged
Committee reviews the appropriateness of these benefits. The value of benefits
may vary from year to year depending on the cost to the Company from third-party
providers.
Performance metrics None Unchanged
SHORT TERM INCENTIVE
Purpose and link to Incentive awards are to be aligned with Group financial performance and reward Unchanged
strategy personal contribution to results.
Operation Awards are reviewed each year with regard to the individual’s performance and their Unchanged
contribution to the Group’s performance, financial results and peer group comparators.
Opportunity Any award under this scheme will be set at a level that aligns the short- term Unchanged
incentive award with the Group’s financial performance, while also reflecting non-
financial contributions and remaining comparable with our peer group. The maximum
percentage of base salary payable for an award under this scheme is 100%.
Performance metrics The Remuneration Committee considers financial metrics (currently primarily profit Unchanged
before tax), other non-financial achievements and corresponding movements within the
peer group over the course of the financial year under review.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
NON-EXECUTIVE DIRECTORS
The policy on Non-Executive Directors’ fees is set out below:
Component
FEES
Purpose and link to Non-Executive Directors receive a fee to cover their time and expenses in attending Unchanged
strategy Board, Committee and any other meetings that they are required to attend over the
year
Non-Executive Directors may receive additional fees and expenses for attending
meetings not otherwise in the ordinary course of their duties, or where additional effort
is needed above that required by the terms of their appointment.
Operation Fees are reviewed periodically by the Board with reference to the expected time Unchanged
commitment and market level for such services Non-Executive Directors are not entitled
to any other incentives or benefits beyond their fees and reimbursement for travel and
related business expenses reasonably incurred in performing their duties.
Opportunity The aggregate fees and any benefits of the Chairman and Non-Executive Directors A change in
will not exceed the limit from time to time prescribed within the Company’s Articles of aggregate from
Association for such fees, currently £350,000 p.a. in aggregate. (Amended at EGM held £250,000 to
on 18 November 2024) £350,000 to reflect
Any increases in fee levels made will be appropriately disclosed in the Annual Report. the amended Articles
of Association
Performance metrics None Unchanged
APPROACH TO RECRUITMENT REMUNERATION
When setting the remuneration package for a new Executive Director, the Remuneration Committee will apply the same
principles and policy as set out above. Depending on individual circumstances, the Remuneration Committee will consider
providing pension contributions and other long-term incentives appropriate to the individual and their responsibilities with
the overall package reflecting prevailing practice at the time, including in relation to vesting periods.
Base salary will be set at a level appropriate to the role and experience of the Executive Director being appointed. This may
include agreement on future increases up to a market rate, in line with increasing experience and responsibilities, subject to
good performance, where it is considered appropriate by the Remuneration Committee.
In relation to external appointments, the Remuneration Committee may structure a remuneration package that it considers
appropriate to recognise awards or benefits that may or will be forfeited on resignation from a previous position, taking
into account timing and valuation – and any other matters it considers relevant. The policy is that the maximum payment
under any such arrangement (which may be in addition to the normal variable remuneration) should be no more than the
Remuneration Committee considers is required to provide reasonable compensation to the incoming Executive Director.
In the case of an employee who is promoted to the position of Executive Director, it is the Company’s policy to honour pre-
existing award commitments (including awards, incentives, benefits and contractual arrangements) in accordance with their
terms to the extent that such pre-existing commitments are permitted by the Code.
Where any recruitment involves the agreed relocation of the individual, the Company may offer additional benefits and
meet some or all associated costs for periods that would be agreed by the Remuneration Committee on a case by case
basis.
Where an individual is appointed as a result of an acquisition, merger or other corporate event, the Company will honour
any legacy terms and conditions to the extent that such legacy terms are permitted by the Code.
Non-Executive Directors appointments will be made based on a Non-Executive Director agreement. Non-Executive
Directors’ fees, including those of the Chairman, will be set at a competitive market level, reflecting the experience of the
individual and the responsibility and time commitment of the role.
In all cases the Remuneration Committee will bear in mind the best interests of the Company.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
DETAILS OF DIRECTORS’ SERVICE CONTRACTS
EXECUTIVE DIRECTORS
Contract Date Unexpired Term Notice Period
Mr D.M. Sinclair 30 June 2025 No fixed term 12 months
Mrs M.M. Bray 30 June 2025 No fixed term 12 months
The Executive Directors’ service agreements contain provisions relating to matters such as salary, salary continuance in the
event of illness, holidays, life and medical insurance, etc. The Executive Directors’ service agreements can be terminated on
12 months’ notice by either party.
The Executive Directors are entitled to a compensation payment upon a change of control of the Company. Such
compensation payment (subject to the deduction of income and other taxes required by law and any other sums owed by
the Executive Director to the Company) is equal to the Executive Director’s annual gross remuneration as reported in the
Company’s last audited accounts. The Executive Directors’ service agreements make no other provision for termination
payments other than for salary and benefits in lieu of notice.
Executive Directors are entitled to reasonable out of pocket expenses when on Company business.
NON-EXECUTIVE DIRECTORS
Contract Date Unexpired Term Notice Period
Ms M.L. Archibald* 1 April 2025 1 months 1 month
Ms T.E.B. Hartley 1 January 2025 30 months 1 month
Mr A.W. Powell 1 April 2024 21 months 1 month
Dr A.R. Williams 1 December 2024 29 months 1 month
* Ms. M.L. Archibald's contract has been extended for a further period to facilitate a smooth handover. See Nomination Committee Report on page 42.
Non-Executive Directors are only entitled to accrued fees due to them at the date of termination of their appointment and,
where appropriate, a payment in lieu of their contractual notice period.
OTHER MATTERS
The Remuneration Committee may make non-substantial amendments to the policy set out above.
In making its decisions, the Remuneration Committee shall take into account the conditions of the Group as a whole and
proposals as regards the general staff.
Lastly, the Remuneration Committee considers the views of investor bodies and shareholders. The Company seeks an
ongoing dialogue with shareholders on all matters of strategic importance – including remuneration.
POLICY REGARDING EXTERNAL APPOINTMENTS
Executive Directors are not actively encouraged to hold external directorships. Duncan Sinclair is a director of Sinclair
Estates Ltd. and Ossian Investors Ltd, companies which hold property assets in run-off. He is also a Trustee of The Sinclair
Charity.
Non-Executive Directors are appointed because of their skills and experience and it is accepted that they have other
commitments beyond Mountview. The Chairman keeps the availability of Non-Executive Directors under review to ensure
that they have the capacity to support the Company as required.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
ILLUSTRATION OF POSSIBLE OUTCOME IN CEO AND CFO REMUNERATION £000s
Base Salary Fixed Benefits
Variable
Total
917 40 278
At expectation*
CEO
1235
(74.25%) (3.24%) (22.51%)
747 232
CFO
979
(76.30%) (23.70%)
917
40
Minimum**
CEO
957
(95.82%)
(4.18%)
747
CFO
747
(100%)
917 40 917
Maximum***
CEO
1874
(48.93%) (2.14%) (48.93%)
747 747
CFO
1494
(50%) (50%)
* As noted earlier in the remuneration report, formal targets are not used in determining the short-term incentive awards, with the award being based on
year on year relative financial and non-financial performance and the Executive Director’s personal contribution which includes a mix of objective and
subjective measures. For the purposes of the ‘At expectation’ illustration we have assumed that the Short Term Incentive award would represent the same
proportion of the 2025/26 base salary as in 2024/25.
** Minimum is based on fixed remuneration consisting of projected annual salary for 2024/25 with fixed benefits but assuming no Short-Term Incentive award.
*** Maximum is based on fixed remuneration consisting of projected annual salary for 2024/25 with fixed benefits with the maximum Short-Term Incentive
award opportunity of 100% of base salary.
APPLICATION OF THE REMUNERATION POLICY
The Remuneration Committee starts its process by reviewing the published market benchmarks for remuneration, with
particular focus on any movements in salaries for the current year and recent Group performance. The Remuneration
Committee would then determine the appropriate level of base salary for the Executive Directors with reference to these
results, and as described above also considering relative performance against the peer group and other market metrics
where relevant. As the peer group population is recognised as becoming less reliable, the Remuneration Committee has
incorporated discretion to a greater degree in this financial year.
The Remuneration Committee sets the Executive Directors’ Short-Term Incentive award at a level to reflect the Group’s
financial performance while remaining comparable with our peer group. The award is referenced to the financial metrics of
the Group (primarily profit before tax) and also takes account of such other factors as the Remuneration Committee sees fit
such as
• Any other non-financial factors to be considered;
• The total remuneration of other peer group companies and movement in market benchmarks.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
ANNUAL REMUNERATION REPORT (AUDITED INFORMATION)
DIRECTORS’ TOTAL REMUNERATION SINGLE FIGURE TABLE
Benefits in Total Fixed
1 2 3
Salary kind Remuneration Bonus Total
2025 £000 £000 £000 £000 £000
Executive
D.M. Sinclair 890 40 930 270 1,200
M.M. Bray 725 – 725 225 950
4
Non-Executive
A.W. Powell 110 – 110 – 110
M.L. Archibald 45 – 45 – 45
Dr A.R. Williams 45 – 45 – 45
Ms T.E.B Hartley 11 – 11 – 11
1,826 40 1,866 495 2,361
1.
The Benefits in kind are as set out in the policy table.
2.
The current Executive Directors do not receive a pension contribution thus the Total Fixed remuneration comprises salary and benefits.
3.
The approach used for the bonus awards is described in the ‘Role of the Remuneration Committee’ note on page 51. The Company does not operate a LTI
scheme, and thus the bonus figures are the Total Variable Remuneration
4.
Commensurate with his role as Chairman Tony Powell’s salary was increased to £110k p.a. from 1 April 2024. The salary of both M.L. Archibald and Dr A.R.
Williams was increased to £45k p.a. from 1 April 2024. Ms T.S.B. Hartley joined the Board with annual fees of £45k p.a.
2
Benefits in Total Fixed
1 3
Salary kind Remuneration Bonus Total
2024 £000 £000 £000 £000 £000
Executive
D.M. Sinclair 863 31 894 320 1,214
M.M. Bray 702 – 702 265 967
Non-Executive
A.W. Powell 108 – 108 – 108
M.L. Archibald 43 – 43 – 43
Dr A.R. Williams 43 – 43 – 43
1,759 31 1,790 585 2,375
1.
The Benefits in kind are as set out in the policy table.
2.
The current Executive Directors do not receive a pension contribution thus the Total Fixed remuneration comprises salary and benefits.
3.
The approach used for the bonus awards is described in the Role of the Remuneration Committee note on page 51. The Company does not operate a LTI
scheme, and thus the bonus figures are the Total Variable Remuneration.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
UNAUDITED INFORMATION
CEO SINGLE FIGURE
CEO single figure of
Bonus as % of total remuneration
maximum bonus* £000
2025 D.M. Sinclair 30.34% 1,200
2024 D.M. Sinclair 37.08% 1,214
2023 D.M. Sinclair 31.93% 1,121
2022 D.M. Sinclair 33.73% 1,097
2021 D.M. Sinclair 36.12% 1,095
2020 D.M. Sinclair 33.54% 1,027
2019 D.M. Sinclair 33.08% 975
2018 D.M. Sinclair 35.42% 977
2017 D.M. Sinclair 42.89% 1,038
2016 D.M. Sinclair 55.08% 943
* Prior to 2017 the Remuneration Policy did not have a maximum for STI – so the bonus as a percentage of maximum is not formally computable. However,
for the purposes of comparison we have computed these percentages for earlier years as if the post 2022 policy applied.
CFO SINGLE FIGURE
CFO single figure of
Bonus as % of total remuneration
maximum bonus* £000
2025 M.M. Bray 31.03% 950
2024 M.M. Bray 37.75% 967
2023 M.M. Bray 32.59% 895
2022 M.M. Bray 34.62% 780
2021 M.M. Bray 37.43% 780
2020 M.M. Bray 34.53% 729
2019 M.M. Bray 34.05% 692
2018 M.M. Bray 36.55% 692
2017 M.M. Bray 44.68% 730
2016 M.M. Bray 57.14% 661
* Prior to 2017 the remuneration policy did not have a maximum for STI – so the bonus as a percentage of maximum is not formally computable. However,
for the purposes of comparison we have computed these percentages for earlier years as if the post 2022 policy applied.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
PERCENTAGE CHANGE IN REMUNERATION OF DIRECTORS AND EMPLOYEES
The percentage change in remuneration between 2020 and 2025 for the Directors and for all employees, excluding the
Directors, in the Group was:
2024-25 2023-24 2022-23 2021-22 2020-21
Base Taxable Annual Base Taxable Annual Base Taxable Annual Base Taxable Annual Base Taxable Annual
Salary Benefits Bonus Salary Benefits Bonus** Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus
Executive Directors**
D.M. Sincalir
3.13% 29.03% (15.63)% 3.98% 19.23% 20.75% 3.75% (3.70)% (1.85)% 3.14% 8.00% (3.62)% 3.24% 0.00% 11.19%
M.M. Bray 3.28% N/A (15.09)% 4.00% N/A 20.45% 3.85% N/A (2.22)% 3.45% N/A (4.35)% 3.33% N/A 12.01%
Non-Executive Directors
A.W. Powell
1.85% N/A N/A 2.86% N/A N/A 2.94% N/A N/A 3.03% N/A N/A 0.00% N/A N/A
M.L. Archibald 4.65% N/A N/A 4.88% N/A N/A 2.50% N/A N/A 2.56% N/A N/A 0.00% N/A N/A
Dr A.R. Williams 4.65% N/A N/A 4.88% N/A N/A 2.50% N/A N/A 2.56% N/A N/A 0.00% N/A N/A
T.E.B Hartley N/A N/A N/A
Employees 9.20% 6.45% (14.92%) 9.88% 0% 12.72% 9.78% (1.36)* 14.00% 9.58% (16.75)%* (1.97)% 4.02% (1.98)% 32.75%
* The 2024/25 staff taxable benefits have increased by 6.45%. As in recent years the car benefit reduced as, when a car lease ends diesel cars are replaced
by hybrid cars. This switch attracts a lower taxable benefit resulting in a reduction in car benefits of 23.6% (2023/24 -16.9%; 2022/23 -6.7; 2021/22 -20%;
2020/21 -2.1%). Other taxable benefits increased by 52.2% (2023/24 increased by 42%; 2022/23 increased by 14.6%; 2021/22 reduced by 8%; 2020/21
increased by 0.6%).
** The percentage change in annual bonus for the Executive Directors shown for 2024/25, 2023/24 and 2022/23 is based on the rebalanced figures for their
remuneration as described in the 2022 Remuneration Report notes on the revised policy presented to the 2022 AGM. Prior year's changes are as previously
reported, and the current year’s changes are computed as a simple ratio.
PERFORMANCE GRAPH
The graph illustrates the Company’s performance compared to a broad equity market index over the past ten years. As
the Company is a constituent of the FTSE 350 Real Estate Index, that index is considered the most appropriate form of
broad equity market index against which the Company’s performance should be plotted. Performance is measured by Total
Shareholder Return as represented by share price performance and dividend.
The graph looks at the value of £100 invested in Mountview Estates P.L.C. compared to the value of £100 invested in the
FTSE All-Share Index and the FTSE 350 Real Estate Index on 31 March each year.
10 YEAR TSR RETURN – ANNUAL CHART
200
150
100
50
0
31/03/2015 31/03/2016 31/03/2017 31/03/2018 31/03/2019 31/03/2020 31/03/2021 31/03/2022 31/03/2023 31/03/2024
29/03/2025
Mountview Estates – Total Return Index
FTSE 350 SS Real Estate £ – Total Return Index FTSE All Share Index – Total Return Index
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Mountview Estates P.L.C. Annual Report and Accounts 2025
RELATIVE IMPORTANCE OF SPEND ON PAY
The difference in actual expenditure between 2024/25 and 2023/24 on remuneration for all employees in comparison to
profit after tax and distributions to shareholders by way of dividend is set out in the tabular graphs below:
PROFIT AFTER TAX (£M)
DIVIDEND (£M) TOTAL EMPLOYEE PAY
4.93 0.06M
28.42
20.47
20.47
5.44
5.38
23.49
2025 2024 2025 2024 2025 2024
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN THE CURRENT FINANCIAL YEAR
Executive Directors:
Following consultation with our advisers on the current trends in the market in relation to executive salary awards, with
effect from 1 April 2025 the basic salary of the CEO will be increased to £917k p.a. and the CFO to £747k p.a.
Non-Executive Directors:
The Board considered the fees payable to the Non-Executive Directors and given that many at Mountview experienced no
overall increase in remuneration during the year it was agreed that NEDs fees would remain at their 2024/25 level.
DETAILS OF THE REMUNERATION COMMITTEE
During 2024/2025 the Remuneration Committee comprised all NEDs (three for meetings held in 2024 and four for meetings
in 2025), including the Chairman who was independent on appointment, and one independent NED during 2024 and two
during 2025. The Remuneration Committee and the Board recognize that this is not in accordance with Provision 32 of the
2018 Code (see Corporate Governance Report page 37) however, given the size and composition of the Board, believe that
this alternative approach to the membership of the Remuneration Committee is pragmatic.
STATEMENT OF VOTING AT GENERAL MEETING
At the Annual General Meetings held on 14 August 2024 and 10 August 2022, the Directors’ Remuneration Report and the
Directors’ Remuneration Policy received the following votes based on proxy forms from shareholders.
Shares voting for Shares voting against
Total votes Votes
cast ResolutionNumber%Number%withheld
Annual report on Remuneration (2024 AGM) 2,049,351 68.10% 960,160 31.90% 3,009,811 300
Remuneration Policy (2022 AGM) 2,027,587 67.02% 997,671 32.98 % 3,025,258 0
As reported in a regulatory announcement on 14 February 2025: Following the 2024 AGM the Company identified as far
as possible those shareholders who did not support the various resolutions and attempted to engage with them to seek
their views. Some shareholders did not wish to engage, other shareholders raised matters which are under consideration by
the Board. The Board is grateful to those shareholders who took part in the engagement process and value the feedback
provided. The Company remains committed to shareholder engagement and we will continue to offer to have discussions
with shareholders and will take into account their concerns and considerations in the future.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Remuneration Report (Continued)
DIRECTORS’ INTERESTS IN SHARE CAPITAL*
The number of Ordinary Shares in the Company in which the Directors and their families were interested is as follows:
31 March 31 March
2025 2024
Ordinary Shares of 5p each
D.M. Sinclair including:
• holding of Mrs C.R Sinclair of 50,000
• holding of Sinclair Estates Limited of 55,965.
(Mr Sinclair is a Director of Sinclair Estates Limited.)
• holding of The Sinclair Charity of 58,117
(Mr Sinclair is a trustee of The Sinclair Charity.)
598,300 596,500
M.M. Bray 12,302 12,302
ML. Archibald – 400
Dr A.R. Williams 58,106 61,206
* As noted on page 55 the Company does not operate any LTI or similar share schemes.
All the above interests are beneficial unless otherwise stated. There were no other changes in shareholdings during the year
and no changes between 31 March 2025 and the date of this report.
Ms. M.L. Archibald
Chairman of the Remuneration Committee
On behalf of the Board
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Consolidated Statement
of Comprehensive Income
for the year ended 31 March 2025
Revenue
4
72,132
79,472
Cost of sales
4
(29,954)
(31,023)
Gross profit
42,178
48,449
Administrative expenses
(6,765)
(7,006)
Gain on disposal of investment properties
13
885
–
Operating profit before changes in fair value of investment properties
36,298
41,443
(Decrease)/Increase in fair value of investment properties
13
(23)
153
Profit from operations
36,275
41,596
Net finance costs
8
(4,971)
(3,710)
Profit before taxation
31,304
37,886
Taxation – current
9
(8,701)
(9,429)
Taxation – deferred
19
890
(38)
Taxation total
9
(7,811)
(9,467)
Profit attributable to equity shareholders and total comprehensive income
23,493
28,419
Basic and diluted earnings per share (pence)
11
602.5p
728.9p
All the activities of the Group are classed as continuing.
Basic and diluted earnings per share (pence) is from continuing and total operations.
The Notes on pages 71 to 87 are an integral part of these consolidated financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Consolidated Statement
of Financial Position
for the year ended 31 March 2025
Property, plant and equipment
12
1,387
1,440
Investment properties
13
21,670
25,568
Total non-current assets
23,057
27,008
Inventories of trading properties
15
466,774
446,398
Trade and other receivables
16
1,566
1,479
Cash at bank
18
524
739
Total current assets
468,864
448,616
Total assets
491,921
475,624
Share capital
21
195
195
Capital reserve
22
25
25
Capital redemption reserve
22
55
55
Other reserves
22
56
56
Retained earnings
23
402,324
399,301
Total equity
402,655
399,632
Long-term borrowings
18
78,700
66,500
Deferred tax
19
4,915
5,805
Total non-current liabilities
83,615
72,305
Bank overdrafts and short-term loans
18
1,402
–
Trade and other payables
17
1,893
2,303
Current tax payable
2,356
1,384
Total current liabilities
5,651
3,687
Total liabilities
89,266
75,992
Total equity and liabilities
491,921
475,624
Approved by the Board on 8 July 2025.
D.M. Sinclair M.M. Bray
Chief Executive Director
Company no: 00328020
The Notes on pages 71 to 87 are an integral part of these consolidated financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Consolidated Statement
of Changes in Equity
for the year ended 31 March 2025
31 March 2024
Notes
Balance as at 1 April 2023
195
25
55
56
390,377
390,708
Profit for the year
–
–
–
–
28,419
28,419
Dividends
10
–
–
–
–
(19,495)
(19,495)
Balance at 31 March 2024
23
195
25
55
56
399,301
399,632
Balance as at 1 April 2024
195
25
55
56
399,301
399,632
Profit for the year
–
–
–
–
23,493
23,493
Dividends
10
–
–
–
–
(20,470)
(20,470)
Balance at 31 March 2025
23
195
25
55
56
402,324
402,655
The Notes on pages 71 to 87 are an integral part of these consolidated financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Consolidated Cash Flow
Statement
for the year ended 31 March 2025
Profit from operations
36,275
41,596
Depreciation
12
53
53
Gain on disposal of investment properties
13
(885)
–
Decrease/(Increase) in fair value of investment properties
13
23
(153)
Operating cash flows before movement in working capital
35,466
41,496
Increase in inventories
15
(20,376)
(23,656)
(Increase)/Decrease in receivables
16
(87)
5,177
(Decrease)/Increase in payables
17
(410)
319
Cash generated from operations
14,593
23,336
Interest paid
8
(4,971)
(3,710)
Income tax
(7,729)
(9,908)
Net cash inflow from operating activities
1,893
9,718
Proceeds from disposal of investment properties
13
4,760
–
Net cash inflow from investing activities
4,760
–
Increase in borrowings
18
12,200
9,800
Equity dividends paid
23
(20,470)
(19,495)
Net cash outflow from financing activities
(8,270)
(9,695)
Net (Decrease)/Increase in cash and cash equivalents
(1,617)
23
Opening cash and cash equivalents
739
716
Cash and cash equivalents at end of year
18
(878)
739
The Notes on pages 71 to 87 are an integral part of these consolidated financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
for the year ended 31 March 2025
1. GENERAL INFORMATION
Mountview Estates P.L.C. (the Company) and its subsidiaries (the Group) is a property trading company with a portfolio in
England and Wales.
The Company is a public limited company incorporated, domiciled and registered in England.
The address of its registered office is: 151 High Street, Southgate, London N14 6EW. The Company website is:
www.mountviewplc.co.uk.
The Company meets the Equity Shares Commercial Companies (ESCC) classification of listing on the London Stock Exchange.
These consolidated financial statements have been approved for issue by the Board of Directors on 8 July 2025.
2. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
(A) BASIS OF PREPARATION
The Group financial statements were prepared under the historical cost convention, as modified by the revaluation of
investment properties.
The Group financial statements were prepared in accordance with UK Adopted International Accounting Standards.
The Company has elected to prepare its Parent Company financial statements in accordance with United Kingdom
Generally Accepted Accounting Principles (UK GAAP) FRS102. These are presented on pages 94 to 101.
The preparation of Group financial statements in conformity with UK Adopted International Accounting Standards requires
management to make judgements, estimates and assumptions that affect the application of accounting policies.
The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant
to the Consolidated Financial Statements are disclosed in Note 2(R) ‘Critical Accounting Judgements and Key Areas of
Estimation Uncertainty’.
(B) BASIS OF CONSOLIDATION
The Group’s financial statements incorporate the results of Mountview Estates P.L.C. and all of its subsidiary undertakings
made up to 31 March each year.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
Control is recognised when the Group is exposed to, or has rights to, variable returns from its investment in the entity and
has the ability to affect these returns through its power over the relevant activities of the entity.
On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at
the date of acquisition. The purchase method has been used in consolidating the subsidiary financial statements.
All significant inter-company transactions, balances and unrealised gains on transactions between Group companies are
eliminated on consolidation within the consolidated accounts.
Consistent accounting policies have been used across the Group .
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FINANCIAL STATEMENTS

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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
2. ACCOUNTING POLICIES CONTINUED
(C) SEGMENT REPORTING
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks
and returns that are different from those of other business segments.
The Group has identified two such segments as follows:
• Property Trading
• Property Investment
The segments are UK based. More details are given in Note 5 on page 78.
(D) INCOME TAX
The charge for current tax is based on the results for the year as adjusted for items which are non-assessable or disallowed.
It is calculated using rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax
base used in the computation of taxable profit. In principle, deferred tax liabilities are 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 the initial recognition (other than in a business combination) of other assets and liabilities
in a transaction, which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, 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.
Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting
date that are expected to apply when the asset or liability is settled. Deferred tax is charged or credited in the profit or loss,
except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
(E) REVENUE
Revenue includes proceeds from sales of properties, rental income from properties held as trading stock, investment and
other sundry items of revenue before charging expenses.
Rental income is recognised on a straight-line and accruals basis over the rental period.
Sales of properties are recognised on legal completion as in the Directors’ opinion this is the point at which control passes
to the buyer.
(F) DIVIDEND DISTRIBUTION
Dividend distribution to the Company’s shareholders is recognised as an expense in the Group’s financial statements in the
period in which the dividends are approved.
(G) INTEREST EXPENSE
Interest expense for borrowings is recognised within ‘finance costs’ in the profit or loss using the effective interest rate
method. The effective interest method is a method of calculating the financial liability and of allocating the interest expense
over the relevant period.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
2. ACCOUNTING POLICIES CONTINUED
(H) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the item. Subsequent costs are included in the asset’s carrying
amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance
costs are charged to the profit or loss during the financial period in which they are incurred.
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic
life of that asset using the straight-line method as follows:
Freehold property – 2% per annum
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.
An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its
estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying
amount. These are included in the profit or loss.
(I) IMPAIRMENT OF ASSETS
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets
that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less
costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash generating units). Any impairment is recognised in the profit or loss in the
year in which it occurs.
(J) INVESTMENT PROPERTY
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the
companies in the consolidated group, is classified as investment property.
Investment property is measured initially at its cost including related transaction costs.
After initial recognition, investment property is carried at fair value. Fair value is based on active market prices adjusted, if
necessary, for any difference in the nature, location or condition of the specified asset. If this information is not available the
Group uses alternative valuation methods such as recent prices or less active markets or discounted cash flow projections.
Subsequent expenditure is included in the carrying amount of the property when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs
and maintenance costs are charged to the profit or loss during the financial period in which they are incurred.
Gains or losses arising from changes in the fair value of the Group’s investment properties are included in the profit or loss
of the period in which they arise.
(K) INVENTORIES – TRADING PROPERTIES
These comprise residential properties, all of which are held for resale, and are shown in the financial statements at the
lower of cost and estimated net realisable value. Cost includes legal fees and commission charges incurred during
acquisition together with improvement costs. Net realisable value is the net sale proceeds which the Group expects on
sale of a property in its current condition with vacant possession. The analysis of the Group revenue as at 31 March 2025
is on page 77.
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FINANCIAL STATEMENTS

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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
2. ACCOUNTING POLICIES CONTINUED
(L) PENSION COSTS
The Group operates a stakeholder contribution pension scheme for employees. The annual contributions payable are
charged to the profit or loss. The Group has no further payment obligations once the contributions have been paid.
(M) FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group has become a party
to the contractual provisions of the instrument. Trade and other receivables, trade and other payables, and cash and cash
equivalents are measured at amortised cost .
(N) BANK BORROWINGS
Loans are recorded at fair value at initial recognition and thereafter at amortised cost under the effective interest method.
(O) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts.
(P) LEASING
Group as lessor
The Group’s non-cancellable operating leases relate to regulated tenancies under which tenants have the right to remain
in a property for the remainder of their lives. It is therefore not possible to estimate timing of future minimum payments in
respect of these regulated tenancies, hence these are not separately disclosed in the financial statements.
Group as lessee
Rentals payable under leases for assets considered to be of low value are charged to the Consolidated Statement of
Comprehensive Income on a straight-line basis over the term of the lease.
( Q) ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS
Standards, interpretation and amendments effective in the current financial year have not had a material impact on the
Group financial statements:
− IAS 1 ‘Presentation of Financial Statements’ (amendment) (Classification of Liabilities as Current or Non-Current)
− IAS 1 ‘Presentation of Financial Statements’ (amendment) (Non-current Liabilities with Covenants)
− IFRS 16 ‘Leases' (amendment) (Lease liability in a sale or leaseback)
− IAS 7 and IFRS 7 ‘Statement of Cash Flows and Financial Instrument Disclosure’ (amendment) (Supplier Finance
Arrangements)
Standards, interpretations and amendments issued but not yet effective at the date of approval of the Consolidated
Financial Statements:
− IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (amendment) (Lack of Exchangeability) – Effective for periods
beginning on or after 1 January 2025
− IFRS 7 and IFRS 9 (amended) – Classification and Measurement of Financial Instruments – Effective for periods
beginning on or after 1 January 2026
− IFRS 18 – Presentation and Disclosure in Financial Statements - Effective for periods beginning on or after 1 January 2027
− IFRS 19 – Subsidiaries without Public Accountability: Disclosures - Effective for periods beginning on or after 1 January 2027
− IFRS 10 and IAS 28 (amended) – Sale or Contribution of Assets between an investor and its Associate or Joint Venture
These amendments are not expected to have any material impact on the Group financial statements. IFRS 18 is effective for
annual periods beginning on or after 1 January 2027. The Group is assessing the impact of this new standard and the Group's
financial reporting will be presented in accordance with this standard from 1 January 2027, in line with the requirements .
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Mountview Estates P.L.C. Annual Report and Accounts 2025
2. ACCOUNTING POLICIES CONTINUED
(R) CRITICAL ACCOUNTING JUDGEMENTS AND KEY AREAS OF ESTIMATION UNCERTAINTY
Going concern
The Directors are required to make an assessment of the Group’s ability to continue to trade as a going concern.
The two main considerations were as follows:
1. Refinancing of banking facilities
The Group has a £20 million (2024: £20 million) revolving loan facility with HSBC Bank. The termination date of this facility is
March 2028.
The Group has a £60 million (2024: £60 million) revolving loan facility with Barclays Bank. The termination date of this facility
is March 2027.
2. Covenant compliance
The core facility has two covenants, Consolidated Gross Borrowings as a percentage of Consolidated Net Tangible Assets,
and the ratio of Consolidated PBIT to Consolidated Gross Financing Costs. The Group has remained well within both of
these covenants during the year.
On the basis of the above, the Directors have a reasonable expectation that the Group and the Company have adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Distinction between investment and trading property
The Group considers the intention at the outset when each property is acquired in order to classify the property as either
an investment or a trading property. Where the intention is to either trade the property or where the property is held for
immediate sale upon receiving vacant possession within the ordinary course of business, the property is classified as trading
property. Where the intention is to hold the property for its long-term rental yield and/or capital appreciation, the property
is classified as an investment property.
Investment properties
In considering the values attributable to the investment portfolio, the following factors are taken into consideration:
• sales of properties within the Group’s portfolio during the preceding 12 months
• sales of properties in the same district whenever the information is available
• published market research concerning the performance of the property market in this region and district
• factors affecting individual properties and units in relation to value, and factors in the district which might affect the
values of individual properties and units.
The valuation of the portfolios was made in accordance with the requirements of the RICS Valuation – Global
Standards 2025.
Carrying value of trading stock
The Group’s residential trading stock is carried in the statement of financial position at the lower of cost and net
realisable value.
As the Group’s business model is to sell trading stock on vacancy, net realisable value is the net sales proceeds which
the Group expects on sale of a property with vacant possession. Given that by applying our buying criteria all stock is
purchased at a discount to the value with vacant possession the Directors consider the risk of impairment to be low and
accordingly the Group has no NRV provision.
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FINANCIAL STATEMENTS

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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
2. ACCOUNTING POLICIES CONTINUED
Inventory expected to be settled in more than 12 months
The Board estimates that inventory of £24.0 million will be settled within the next 12 months, with the remaining inventory
value expected to be settled in more than 12 months. This estimation is based on the average cost of sales of inventory
over the last three year period. Mountview’s business, both historic and current, has involved the purchase for sale of
residential properties subject to regulated tenancies, such properties being sold when vacant possession is obtained.
Regulated tenancies by their nature are not for any specific period of time and in most cases they do not become vacant
until the death of the tenant.
It is difficult to predict with any certainty the time at which Mountview’s inventory properties might become vacant.
(S) SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised
as a deduction from equity, net of tax effects.
3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
1. FINANCIAL RISK FACTORS
The Group’s activities expose it to a variety of financial risks: market risk (including price risk and cash flow risk), credit
risk and liquidity risk. The Group’s policies on financial risk management are to minimise the risk of adverse effect on
performance and to ensure the ability of the Group to continue as a going concern.
The financial risks relate to the following financial instruments: trade receivables, cash and cash equivalents, trade and other
payables and borrowings.
(A) MARKET RISK
The Group is exposed to market risk through interest rates and availability of credit.
Price risk
• The Group is exposed to property price and property rental risk.
Cash flow and fair value interest rate risk
• As the Group has no significant interest bearing assets, its income and operating cash flows are substantially
independent of changes in market interest rates.
Long-term borrowings
• Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The Group’s cash flow and fair value
interest rate risk is constantly monitored by the Group’s management.
The Board is confident that based on the historical performance of the Group, the finance costs are sufficiently covered by
the rental income.
The Group has two covenants covering Consolidated Gross Borrowings as a percentage of Consolidated Net Tangible
Assets, and the ratio of Consolidated PBIT to Consolidated Gross Financing Costs. These covenants were complied with
during the financial year.
(B) CREDIT RISK
Exposure to credit risk and interest risk arises in the normal course of the Group’s business.
The Group has no significant concentration of credit risk. Credit risk arises from cash and cash equivalents as well as
credit exposures with respect to rental customers, including outstanding receivables. The Directors are of the opinion that
credit risk is minimal due to the low level of trade receivables relative to the Balance Sheet totals. Regulated tenants are
incentivised through the benefit of their tenancy agreement to avoid default on their rent.
Lifetime tenancies are generally at low or zero rent and hence suffer minimal credit risk.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
(C) LIQUIDITY RISK
The Group’s liquidity position is monitored daily by management and is reviewed quarterly by the Board of Directors.
The Group ensures that it maintains sufficient cash for operational requirements at all times. The nature of its business
is very cash generative from its gross rents and sales of trading properties.
In adverse trading conditions, new acquisitions can be minimised, and as a consequence will reduce the gearing level and
improve the liquidity. A summary table with the majority of financial liabilities is presented in Note 18 on pages 83 and 84.
(D) CAPITAL RISK MANAGEMENT
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern. The Group
monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total debt and equity.
2025 2024
£000 £000
Total borrowings 80,102 66,500
Less cash (524) (739)
Net borrowings 79,578 65,761
Total equity 402,655 399,632
Net borrowings plus equity 482,233 465,393
Gearing ratio 16.5% 14.1%
4. ANALYSIS OF REVENUE AND COST OF SALES
All revenue arises in England and Wales.
1. Rental income from tenancies of occupied properties. The income is recognised on an accruals basis.
2. Sale of stock properties. This is recognised on the date of legal completion.
2025 2024
£000 £000
Revenue
Gross sales of properties 49,832 59,080
Gross rental income 22,300 20,392
72,132 79,472
Cost of sales
Cost of properties sold 23,575 24,680
Property expenses 6,379 6,343
29,954 31,023
Gross profit
Sales of properties 26,257 34,400
Net rental income 15,921 14,049
42,178 48,449
Sales of properties included in the Market Valuation undertaken by Allsop LLP as at 30 September 2014 (See Note 15 on
page 82).
Cost of
Allsop Properties Sales
Valuation Sold Price
£000 £000 £000
Value of the Properties included in the Market Valuation as at 30 September 2014
and sold during the year ended 31 March 2025 25,234 13,504 36,335
Properties purchased since 30 September 2014 and sold during the year ended 31 March 2025 10,071 13,497
Gross sales of properties 23,575 49,832
The Market Values were on the basis that properties would be sold subject to any then existing leases and tenancies .
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FINANCIAL STATEMENTS

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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
5. SEGMENTAL INFORMATION
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks
and returns that are different from those of other business segments. The Group monitors its operations in the following
segments:
2025 2024
Property Property Property Property
trading investment Group trading investment Group
£000 £000 £000 £000 £000 £000
Revenue 71,602 530 72,132 78,943 529 79,472
Operating profit before changes in fair
value of investment properties 35,233 1,065 36,298 41,077 366 41,443
Finance costs 4,971 – 4,971 3,710 – 3,710
Profit after tax 22,696 797 23,493 28,030 389 28,419
Assets 470,168 21,753 491,921 449,977 25,647 475,624
Liabilities 82,640 6,626 89,266 70,061 5,931 75,992
Fixed assets
Capital expenditure – – – – – –
Depreciation 53 – 53 53 – 53
Revenue of the property investment segment is derived entirely from rental income.
Head office costs have been allocated and included within the Group’s two operating segments. The Group’s two main
business segments operate within England and Wales.
6. PROFIT FROM OPERATIONS
2025 2024
£000 £000
The operating profit is stated after taking into account:
Depreciation of tangible fixed assets 53 53
Gain on disposal of investment property 885 –
Auditors’ remuneration
– the audit of the Parent Company and Consolidated Financial Statements 83 80
– the audit of the Company’s subsidiaries pursuant to legislation 25 25
Operating expenses for investment properties 168 9
And after crediting:
– net rental income 15,921 14,049
– administrative charges to related companies (Note 24) 25 20
The average monthly number of employees during the year was as follows:
2025 2024
Office and management 31 30
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Mountview Estates P.L.C. Annual Report and Accounts 2025
7. STAFF COSTS (INCLUDING DIRECTORS)
2025 2024
£000 £000
Wages and salaries 4,755 4,713
Social security costs 616 604
Pension costs 70 68
5,441 5,385
Directors’ remuneration
Total Directors’ remuneration including salary, bonuses and benefits in kind amounted to: 2,361 2,375
The details of Directors’ remuneration are shown in the audited section of the Remuneration Report on page 62.
The Company contributes 3% of the total annual gross salaries and bonuses of each employee, excluding Directors, to a
Stakeholder Pension Scheme.
8. FINANCE COSTS
2025
2024
£000
£000
Interest on bank overdrafts and loans 4,971 3,710
9. INCOME TAX EXPENSE
2025 2024
£000 £000
(a) Analysis of charge in the year
Current tax: UK Corporation Tax 25% (2024: 25%) 8,701 9,429
Deferred tax: Current year 25% (2024: 25%) (890) 38
Taxation attributable to the Company and its subsidiaries 7,811 9,467
(b) Factors affecting income tax expense
The charge for the year can be reconciled to the profit per the profit or loss as follows:
Profit on ordinary activities before taxation 31,304 37,886
Profit on ordinary activities multiplied by rate of tax 25% (2024: 25%) 7,826 9,472
Expenses not deductible for tax (6) (9)
Depreciation in excess of capital allowances 6 4
Deferred tax on movement in investment properties (15) –
Taxation attributable to the Company and its subsidiaries 7,811 9,467
10. DIVIDENDS
On 19 August 2024, a dividend of 275p per share (2023: 250p per share) was paid to the shareholders. On 31 March 2025 a
dividend of 250p per share (2024: 250p per share) was paid to the shareholders. This resulted in total dividends paid in the
year of £20.5 million (2024: £19.5 million).
In respect of the current year, the Directors propose that a final dividend of 275p per share will be paid to the shareholders
on 18 August 2025. This dividend is subject to approval by the shareholders at the Annual General Meeting and has not
been included as a liability in these financial statements.
The proposed final dividend for 2025 is payable to all shareholders on the Register of Members on 11 July 2025. The total
estimated final dividend to be paid is £10.72 million.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
11. EARNINGS PER SHARE
2025
2024
£000
£000
The calculations of earnings per share are based on the following profits and number of shares:
Net profit for financial year (basic and fully diluted) 23,493 28,419
Weighted average number of Ordinary Shares for basic and fully diluted earnings per share 3,899,014 3,899,014
Basic and diluted earnings per share 602.5p 728.9p
The Company has no dilutive potential Ordinary Shares.
Basic and diluted earnings per share (pence) is from continuing and total operations.
12. PROPERTY, PLANT AND EQUIPMENT
Freehold
property
Total
£000
£000
Cost
At 1 April 2024 2,671 2,671
At 31 March 2025 2,671 2,671
Depreciation
At 1 April 2024 1,231 1,231
Charge for the year 53 53
At 31 March 2025 1,284 1,284
Net book value
At 31 March 2024 1,440 1,440
At 31 March 2025 1,387 1,387
Property, plant and equipment is located within England and Wales.
Freehold
property
Total
£000
£000
Cost
At 1 April 2023 2,671 2,671
At 31 March 2024 2,671 2,671
Depreciation
At 1 April 2023 1,178 1,178
Charge for the year 53 53
At 31 March 2024 1,231 1,231
Net book value
At 31 March 2023 1,493 1,493
At 31 March 2024 1,440 1,440
Property, plant and equipment are located within England and Wales.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
13. INVESTMENT PROPERTIES
2025
2024
£000
£000
Fair value at 1 April 2024/(2023) 25,568 25,415
Disposals (3,875) –
(Decrease)/Increase in fair value during the year (23) 153
At 31 March 2025/(2024) 21,670 25,568
The sales of investment properties are not included in the Group Revenue.
During the financial year we disposed of 5 units for £4,760,000 (2024 £Nil). The difference between the sales price of
£4,760,000 and the market value of £3,875,000 resulted in a gain of £885,000. This is shown as a separate line item in the
Consolidated Statement of Comprehensive Income for the year ended 31 March 2025.
We have disposed of all units in A.L.G. Properties Ltd on leases but retain the freehold which is included in the valuation of
the investment portfolio below.
The investment properties represent less than 4.4% of the Group’s portfolio.
LOUISE GOODWIN LIMITED AND A.L.G. PROPERTIES LIMITED
The Companies’ freehold properties were valued on 31st March 2025 by an External valuer, Joshua Ware, MRICS of Allsop
LLP. The valuation is in accordance with the requirements of the RICS Valuation – Global Standards 2025. The properties are
held for investment and the Market Values are on the basis that the properties would be sold subject to the existing leases
and tenancies. The valuer’s opinion of Market Value was primarily derived using comparable recent market transactions on
arm’s-length terms.
This is the second year Mr Ware has valued the property with Mr Mayhew-Sanders having valued the property for seven
years previously for accounts purposes. This is the fourteenth consecutive year in which Allsop LLP has undertaken this
work. Allsop LLP has undertaken work for Mountview Estates P.L.C. for in excess of 20 years including acquisitions, disposals
and valuations.
In relation to Allsop LLP’s preceding financial year, the proportion of the total fees payable by Mountview Estates P.L.C. to
the total fee income of Allsop LLP was less than 5% which is regarded by the RICS as negligible.
The aggregate Market Value of the Group’s interests in its investment portfolios was:
LOUISE GOODWIN LIMITED
• Freehold: £21,663,000 (2024: £22,120,000).
A.L.G. PROPERTIES LIMITED
• Freehold: £7,000 (2024: £3,448,000).
Information relating to the basis of valuation of investment properties and the judgements and assumption adopted by
management is set out in Note 2(R) “Critical accounting judgements and key areas of estimation uncertainty”.
A revaluation decrease of £23,000 has arisen on valuation of investment properties to Market Value as at 31 March 2025
(2024: increase of £153,000). This is shown as a separate line item in the Consolidated Statement of Comprehensive Income.
The Directors are of the opinion that the Fair Value equates to the Market Value.
Investment properties are the only assets of the Group measured at fair value. They are categorised as Level 3 within the fair
value hierarchy of IFRS13.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
14. SUBSIDIARY UNDERTAKINGS
The company's subsidiaries at 31 March 2025 are listed below. All Group entities are included in the consolidated financial
statements.
The company holds 100% of the voting rights and beneficial interests in the shares of subsidiaries listed below. The share
capital of each of the companies comprises Ordinary Shares.
Subsidiary undertakings Country of incorporation
Hurstway Investment Company Limited England, UK
Registered Office: Mountview House, No: 344034
151 High Street, Southgate, London, N14 6EW
Louise Goodwin Limited England, UK
Registered Office: Mountview House, No: 691455
151 High Street, Southgate, London, N14 6EW
A.L.G. Properties Limited England, UK
Registered Office: Mountview House, No: 508842
151 High Street, Southgate, London, N14 6EW
15. INVENTORIES OF TRADING PROPERTIES
2025 2024
£000 £000
Residential properties 466,774 446,398
The Company’s freehold and long leasehold interests in its portfolio of properties held as Trading Stock were valued on
30 September 2014 at £665,866,266 (Six hundred and sixty-five million, eight hundred and sixty-six thousand, two hundred
and sixty-six pounds) by an External Valuer, Martin Angel FRICS of Allsop LLP. The Trading Stock is carried in the Accounts
at the lower of cost and net realisable value and such is the discipline we exercise when purchasing a property that, when
influenced by the effects of property price inflation over an extended period of years, the valuation showed a spectacular
increase. The individual values were not finely accurate, even though we have no reason to doubt the overall total of the
valuation. Thus the valuation is not a useful tool for running the business because we are always going to await vacant
possession, and no perceived uplift in value can justify selling a tenanted property. The nature of our business and the
rules and conventions under which we operate place no obligation upon us to value our trading stock at any given time and
therefore the valuation has not been updated sinc e.
16. TRADE AND OTHER RECEIVABLES
2025 2024
£000 £000
Trade receivables 389 91
Prepayments and accrued income 1,177 1,388
1,566 1,479
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Included in trade receivables at 31 March 2025 is £0.3m arising on the sale of 1 unit that completed on 31 March 2025 for
which the cash was not received until 1 April 2025.
There are no bad or doubtful debts at the year end. There are no material debts past due, and there are no financial assets
that are impaired.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
17. TRADE AND OTHER PAYABLES
2025
2024
£000
£000
Trade creditors 1,382 1,741
Other taxes and social security costs 304 330
Other creditors 207 232
1,893 2,303
The Directors consider that the carrying amount of trade and other payables approximates their fair value .
18. BANK OVERDRAFTS, LOANS AND CASH
2025
2024
£000
£000
Bank overdrafts 1,402 –
Bank loans 78,700 66,500
80,102 66,500
CASH AND CASH EQUIVALENTS
2025
2024
£000
£000
Bank overdrafts (1,402) –
Cash 524 739
Cash and cash equivalents as at 31 March (878) 739
Maturity profile of financial liabilities at 31 March 2025 was as follows:
2025
2024
£000
£000
Amounts repayable:
In one year or less 1,402 –
Between one and five years 78,700 66,500
80,102 66,500
Less: amount due for settlement within 12 months (shown under current liabilities) (1,402) –
Amount due for settlement after 12 months 78,700 66,500
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
18. BANK OVERDRAFTS, LOANS AND CASH CONTINUED
The average interest rates paid were as follows:
2025
2024
%
%
Bank overdrafts 6.55 6.35
Bank loans 7.02 6.90
The Directors consider that the carrying amount of bank overdrafts and loans approximates their fair value.
The other principal features of the Group’s borrowings are as follows.
1. The Group has a short-term borrowing facility of £10 million (2024: £10 million) with Barclays Bank. This is due for review
in November 2025 and the rate of interest payable is:
• 1.6% over base rate on overdraft
• Headroom of this facility at 31 March 2025 amounted to £8.6 million (2024: £10 million).
2. The Group has a £60 million (2024: £60 million) long-term revolving loan facility with Barclays Bank with a termination
date of March 2027. The rate of interest is 1.9% above SONIA. The loan is secured by a cross guarantee between
Mountview Estates P.L.C. and its subsidiaries. The loan is not repayable by instalments. Headroom under this facility at
31 March 2025 amounted to £0.5 million (2024: £12.5 million).
3. The Group has a £20 million long-term revolving loan facility with HSBC Bank. The termination date for this facility
is March 2028. The rate of interest payable on the loan is 2.1% above SONIA. The loan includes a Negative Pledge.
The loan is not repayable by instalments. As at 31 March 2025 headroom under this facility amounted to £0.8 million
(2024: £1.0 million).
19. DEFERRED TAX
ANALYSIS FOR FINANCIAL REPORTING PURPOSES
2025 2024
£000 £000
Deferred tax liabilities 4,915 5,805
Net position at 31 March 4,915 5,805
The movement for the year in the Group’s net deferred tax position was as follows:
2025 2024
£000 £000
At 1 April 5,805 5,766
(Credit)/Debit to income for the year (890) 39
At 31 March 4,915 5,805
The following are in deferred tax liabilities recognised by the Group and movements thereon during the period:
REVALUATION OF PROPERTIES
2025 2024
£000 £000
At 1 April 5,805 5,766
Gain on disposal of investment properties (885) 39
Revaluation (5) –
At 31 March 4,915 5,805
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Mountview Estates P.L.C. Annual Report and Accounts 2025
20. FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL ASSETS
The Group’s financial assets at the year end, which are measured at amortised cost, consist of cash at bank and in hand of
£0.52 million (2024: £0.74 million) and trade receivables.
The Directors consider that the carrying amount of cash at bank and in hand approximates their fair value.
The trade receivables amounted to £0.40 million (2024: £0.09 million).
The Directors consider that the carrying amount of trade receivables approximates their fair value.
FAIR VALUE OF BORROWINGS
2025
2024
£000
£000
Short-term loans 1,402 –
Secured bank loans 78,700 66,500
80,102 66,500
Interest charged in the Statement of Comprehensive Income for the above borrowings amounted to £5.0 million
(2024: £3.7million).
The Directors consider that the carrying amount of borrowings approximates their fair value. The details of the terms of the
borrowings together with the average interest rates can be seen in Note 18.
As at 31 March 2025 it is estimated that a general increase of 1 point in interest rates would decrease the Group’s profit
before tax by approximately £801,020 (2024: £665,000).
UNDISCOUNTED MATURITY PROFILE OF FINANCIAL LIABILITIES
The following table analyses the Group’s financial liabilities and derivative financial liabilities at the Balance Sheet date into
relevant maturity groupings based on the remaining period to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows. As the amounts included in the table are the contractual undiscounted
cash flows, these amounts will not always equal the amounts disclosed on the Balance Sheet for borrowings, derivative
financial instruments, and trade and other payables.
Trade and other payables due within 12 months equal their carrying balances as the impact of discounting is not significant.
Less than Between Over
1 year 1 and 5 years 5 years Total
At 31 March 2025 £000 £000 £000 £000
Interest-bearing loans and borrowings 1,402 78,700 – 80,102
Trade and other payables 1,893 – – 1,893
Less than Between Over
1 year 1 and 5 years 5 years Total
At 31 March 2024 £000 £000 £000 £000
Interest-bearing loans and borrowings – 66,500 – 66,500
Trade and other payables 2,303 – – 2,303
The Group’s financial liabilities are measured at amortised cos t.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2025
20. FINANCIAL INSTRUMENTS CONTINUED
RECONCILIATION OF MATURITY ANALYSIS
Less than Between Over
1 year 1 and 5 years 5 years Total
At 31 March 2025 £000 £000 £000 £000
Interest bearing loans and borrowings per accounts 1,402 78,700 – 80,102
Interest 5,126 6,299 – 11,425
Financial liability cash flows 6,528 84,999 – 91,527
Less than Between Over
1 year 1 and 5 years 5 years Total
At 31 March 2024 £000 £000 £000 £000
Interest bearing loans and borrowings per accounts – 66,500 – 66,500
Interest 4,759 10,906 – 15,665
Financial liability cash flows 4,759 77,406 – 82,165
21. CALLED UP SHARE CAPITAL
2025
2024
£000
£000
Authorised:
5,000,000 Ordinary Shares of 5p each 250 250
Allotted, issued and fully paid:
3,899,014 Ordinary Shares of 5p each 195 195
22. OTHER RESERVES
2025 2024
£000 £000
Capital reserve 25 25
Capital redemption reserve 55 55
Other reserves 56 56
136 136
The Capital redemption reserve relates to the buy-back of the Company’s own shares.
The Group does not maintain insurance cover against other risks except where several properties are located in close
physical vicinity. A reserve is maintained to deal with such non-insured risks and at 31 March 2025 stood at £56,000
(2024: £56,000).
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Mountview Estates P.L.C. Annual Report and Accounts 2025
23. RETAINED EARNINGS
£000
Balance at 1 April 2024 399,301
Net profit for the year 23,493
Dividends paid (20,470)
Balance at 31 March 2025 402,324
24. RELATED PARTY TRANSACTIONS
1. During the financial year there were no key management personnel emoluments, other than remuneration .
2. (a) Mountview Estates P.L.C. provides general management and administration services to Ossian Investors Limited
and Sinclair Estates Limited, companies of which Mr D.M. Sinclair is a Director. Fees of £25,487 (2024: £19,867) were
charged for these services.
(b) Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on
consolidation and have not been disclosed in this note.
(c) The only key management are the Directors.
(d) As at 31 March 2025 the Group owed Mr D.M. Sinclair £5,298 (2024: £1,529) in relation to an informal loan.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Independent Auditor’s Report
to the members of Mountview Estates P.L.C. year ended 31 March 2025
OPINION
We have audited the Consolidated Financial Statements of Mountview Estates P.L.C. (the ‘Group’) for the year ended
31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement, and notes to
the Consolidated Financial Statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK Adopted International Accounting Standards.
In our opinion the consolidated financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 March 2025 and of the Group’s profit for the year then
ended;
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the
Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the Consolidated Financial Statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest 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.
OUR APPROACH TO THE AUDIT
Our approach to the audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial
reporting framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of
material misstatement of the Consolidated Financial Statements.
We also addressed the risk of management override of internal controls, including assessing whether there was evidence of
bias by the Directors that may have represented a risk of material misstatement.
For the Group audit we determined the individual components on which the scope of our work would be undertaken, and
for each of these components we then determined whether they are full scope requiring audit of the financial information,
limited scope requiring audit of specific balances or out of scope. This assessment was based on a measure of materiality
and likelihood to include risks of material misstatement relevant to the Consolidated Financial Statements.
We determined there to be two full scope components, which were the parent company Mountview Estates P.L.C. and
its subsidiary Hurstway Investment Company Limited. For these components, we evaluated controls by performing
walkthroughs over the financial reporting systems identified as part of our risk assessment, reviewed the accounts
production process and addressed critical accounting matters. We then undertook substantive testing on a number of
classes of transactions, account balances or disclosures which represent risks of material misstatement at the assertion level
for the Consolidated Financial Statements, including a number of significant audit risks, for the Consolidated Financial
Statements.
Our work on Louise Goodwin Limited was carried out on a limited scope approach focusing on specific account balances
and classes of transactions.
A.L.G. Properties Limited was assessed to be out of scope.
The entire operations of the group are in the United Kingdom and all components were audited by the group audit
engagement team.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Consolidated Financial Statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including 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 Consolidated Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters How our scope addressed this matter
Revenue Recognition – refer to note
Revenue was audited in each entity to specific performance materiality levels, which were lower
2 (E) on page 72 for the Group’s
than Group performance materiality.
accounting policy in respect of
Our audit procedures included:
revenue recognition.
• Evaluating the Group’s accounting policy in respect of revenue recognition to ensure that
revenue was recognised in accordance with the requirements of IFRS 15.
Revenue is a significant item in
• Understanding the design and implementation of relevant controls.
the Consolidated Statement of
• Confirming the occurrence of Property Inventory (Trading Stock) revenue transactions by tracing
Comprehensive Income, impacting
a sample through to supporting evidence including contracts completion statements, bank
key performance indicators of the
statements and title deeds.
Group. Auditing Standard ISA (UK)
240 requires auditors to presume
• Reconciling Property Inventory (Trading Stock) movements and performing appropriate cut off
that there is a risk of fraud in revenue
procedures to ensure that sales were complete and recorded in the correct accounting period.
recognition. We therefore identified
• Performing a review of material credit notes, invoices, and receipts post year end.
revenue recognition as a significant
• Performing completeness testing by selecting and tracing a sample from the physical property
risk. The consolidated revenue for
files to the property listing.
the year ended 31 March 2025 is
£72,132,000 (2024: £79,472,000).
• Reviewing the adequacy of the disclosures in the Consolidated Financial Statements in
accordance with the requirements of IFRS 15.
Conclusion:
Based on the audit procedures performed we concluded that revenue is not materially misstated
in the Consolidated Financial Statements and is recognised in accordance with the Group’s
accounting policy and the requirements of IFRS 15.
Property Inventory (Trading Stock
Property Inventory (Trading Stock) was audited in each entity to specific materiality levels, which
Valuation and Accuracy) – refer to
were lower than Group performance materiality.
note 2 (K) on page 73 for the Group’s
Our audit procedures included:
accounting policy in respect of the
• Evaluating the Group’s accounting policy in respect of valuation of trading stock to ensure that
value of Property Inventory (Trading
it is compliant with IAS 2.
Stock).
• Understanding the design and implementation of key controls in relation to trading stock.
• Reviewing property purchases during the year to confirm that the properties were purchased
Property Inventory (Trading Stock) is
at a discount to market value with vacant possession.
required to be measured at the lower
of cost or Net Realisable Value (NRV)
• Critically assessing movements in the UK House Price Index for property inventory locations to
in accordance with the requirements
identify any indicator of potential impairment by selecting an appropriate sample of individual
of IAS 2. Management is required to
properties for testing.
estimate the NRV of Trading Stock
• Estimating market value, for the selected sample, with various tenancy types based on publicly
to ensure it is valued at the correct
available price information and discussing valuations with Group management. In addition, we
amount; these estimations are
compared the result with the property cost as recorded in the Group’s accounting records.
subjective and uncertain in nature.
• Reviewing unsold property stock at the year end and challenging management if there were
The property inventory valuation for
any indicators of impairment.
the year ended 31 March 2025 is
£466,774,000 (2024: £446,398,000).
• Reviewing post year-end sales to compare cost and NRV.
• Checking Property Inventory (Trading Stock) valuation held by reference to any post balance
sheet sales less selling costs, and other applicable costs to complete.
Conclusion:
Based on our audit procedures performed, we concluded that the carrying value of Property
Inventory (Trading Stock) is not materially misstated in the Consolidated Financial Statements and
has been recognised in accordance with the Group’s accounting policy and the requirements of
IAS 2.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2025
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including disclosure omissions, could
reasonably influence the economic decisions of users that are taken on the basis of the Consolidated Financial Statements.
We determined overall materiality for the Group to be £4.9 million, which is approximately 1% of gross assets. We
concluded that determining materiality based on gross assets was consistent with industry peers and appropriately reflects
the nature of the business and the metrics on which the users of the Consolidated financial statements are likely to focus.
We calculated performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality level for the Consolidated Financial Statements as a
whole. On the basis of our risk assessment, together with our assessment of the Group’s overall control environment, our
judgement was that performance materiality for the Group should be 50% of overall Consolidated Financial Statements
materiality at £2.5m.
In addition, we applied a lower materiality of £1.4m (PM of £705k) to specific items in profit or loss, being net trading profits
on the sale of properties, rental income, rental expenses, administrative expenses and finance charges, and £634k (PM of
£317k) for directors’ transactions. We believe misstatement of these specific items of a lesser amount than materiality for the
Consolidated Financial Statements as a whole could reasonably be expected to influence the assessment of the financial
performance of the Group by the users of the Consolidated Financial Statements.
We agreed with the Audit and Risk Committee that we would report to them corrected and uncorrected differences in
excess of 5% of the materiality level, as well as differences below that threshold that in our view warranted reporting on
qualitative grounds.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the Consolidated Financial Statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the Consolidated Financial Statements is appropriate. Our evaluation of the directors’
assessment of the Group’s ability to continue to adopt the going concern basis of accounting included the following
procedures:
• We assessed the Group's ability to meet its liabilities as they fall due, considered both internal factors and external
factors and paid particular attention to any events or conditions identified in the viability statement provided, as these
may significantly impact the Group’s ability to continue as a going concern.
• We evaluated the assumptions and scenarios outlined in the viability statement and assessed their alignment with
the Group's financial position and prospects. We performed sensitivity analysis on the key assumptions and scenarios
outlined in the viability statement to assess their impact on the Group's ability to meet its liabilities as they fall due.
• We assessed the Group’s interest risk on third party financing and covenants compliance.
• We assessed the rationale behind the directors' selection of the viability period and challenged its adequacy based on
the Group's specific circumstances, industry dynamics, and market conditions.
• We ensured that the rationale for selecting the viability period is adequately disclosed within the Consolidated Financial
Statements and Annual Report, including the viability statement and accompanying notes
• We examined the disclosures in the Consolidated Financial Statements relating to the going concern basis of
preparation and explanation of the directors’ assessment in light of the evidence obtained.
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 ability to continue as a going concern for a period
of at least twelve months from when the Consolidated 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
OTHER INFORMATION
The other information comprises the information included in the Annual Report, other than the Consolidated Financial
Statements and our Auditor’s Report thereon. The directors are responsible for the other information contained within the
Annual Report. Our opinion on the Consolidated 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.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial
Statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a
material misstatement in the Consolidated 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
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the Consolidated
Financial Statements are prepared is consistent with the Consolidated Financial Statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and its 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:
• 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.
CORPORATE GOVERNANCE STATEMENT
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate Governance Code.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the Consolidated Financial Statements and our knowledge
obtained during the audit:
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 33;
• The Directors’ explanation at their assessment of the Group’s prospects, the period this assessment covers and why the
period is appropriate set out on page 13;
• The Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities set out on page 13;
• The Directors’ statement on fair, balanced and understandable Consolidated Financial Statements set out on page 35;
• The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 40;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems set out on page 40; and
• The section describing the work of the audit committee set out on pages 45 and 46.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2025
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors’ Responsibilities set out on page 35, the directors are responsible
for the preparation of the Consolidated 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 Consolidated Financial
Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements, the directors are responsible for assessing the Group’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 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 Consolidated 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 aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these Consolidated Financial Statements.
A further description of our responsibilities is available on the FRC’s website at https://www.frc.org.uk/library/standards-
codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/. This description forms part of our
auditor’s report.
EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS CONSIDERED CAPABLE OF
DETECTING IRREGULARITIES, INCLUDING FRAUD
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the
Consolidated Financial Statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed
risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the
primary responsibility for the prevention and detection of fraud rests with both management and those charged with
governance of the Group.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the Group and considered that
the most significant are the Companies Act 2006, UK adopted international accounting standards, the Listing Rules, the
Disclosure and Transparency Rules, and UK taxation legislation.
• We obtained an understanding of how the Group complies with these requirements by discussions with management
and those charged with governance.
• We assessed the risk of material misstatement of the Consolidated Financial Statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those charged with
governance.
• We also performed appropriate testing in respect of the risk of fraud in revenue recognition as described above under
key audit matters. Additionally, the risk of management bias in the valuation of Property Inventory (Trading Stock)
covered by our testing on each of these areas as described above under key audit matters.
• We also performed analytical review procedures to identify any unusual relationships that may indicate a material
misstatement and additionally tested the appropriateness of journals to address the risk of fraud through management
override of controls.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
• We inquired of management and those charged with governance as to any known instances of non-compliance or
suspected non-compliance with laws and regulations.
• We contacted the Group’s legal advisers and reviewed legal expenses.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-
compliance with laws and regulations. This included making enquiries of management and those charged with
governance and obtaining additional corroborative evidence as required.
• We also designed additional procedures as part of our unpredictability testing over management override of controls to
ensure sufficient coverage.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
Consolidated Financial Statements. Also, the risk of not detecting a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
We were re-appointed at the Annual General Meeting by the Shareholders on 14 August 2024 to audit the Consolidated
Financial Statements for the year ending 31 March 2025. Our total uninterrupted period of engagement is two years,
covering the year ended 31 March 2024 and the year ended 31st March 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain
independent of the Group in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
We have reported separately on the parent Company Financial Statements of Mountview Estates P.L.C. for the year ended
31 March 2025. That report includes details of the parent Company key audit matters; how we applied the concept of
materiality in planning and performing our audit of the parent company and an overview of the scope of our audit of the
parent Company.
USE OF OUR REPORT
This report is made solely to the Group’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the Group’s members
those matters which we are required to include in an auditor’s report addressed to them. To the fullest extent permitted by
law, we do not accept or assume responsibility to any party other than the Group and Group’s members as a body, for our
work, for this report, or for the opinions we have formed.
Jonathan Russell (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor, 9 Appold Street, London, EC1A 2AP
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Company Balance Sheet
under UK GAAP FRS 102
for the year ended 31 March 2025
31 March 31 March
2025 2024
Notes £000 £000
Fixed assets
Tangible assets 4 1,387 1,440
Investments 5 18,276 18,276
19,663 19,716
Current assets
Stocks 6 437,137 418,651
Debtors 7 1,513 1,395
Cash at bank and in hand 449 689
439,099 420,735
Creditors: amounts falling due within one year 8 (35,320) (30,181)
Net current assets 403,779 390,554
Total assets less current liabilities 423,442 410,270
Creditors: amounts falling due after more than one year 9 (78,700) (66,500)
Net assets 344,742 343,770
Capital and reserves
Called up share capital 10 195 195
Capital redemption reserve 11 55 55
Capital reserve 11 25 25
Other reserves 11 39 39
Profit and loss account 12 344,428 343,456
Shareholders funds 344,742 343,770
The Company’s profit for the year was £21.4m (2024: £25.8m).
The company has taken advantage of the exemption in section 408 of the Companies Act from disclosing its individual
profit and loss account.
Approved by the Board on 8 July 2025.
D.M. Sinclair M.M. Bray
Chief Executive Director
Company no: 00328020
The Notes on pages 96 to 101 are an integral part of the Parent Company financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Company Statement of Changes
in Equity under UK GAAP FRS 102
for the year ended 31 March 2025
Capital
Share Capital redemption Other Retained
Changes in equity for year ended capital reserve reserve reserves earnings Total
31 March 2024 £000 £000 £000 £000 £000 £000
Balance as at 1 April 2023 195 25 55 39 337,195 337,509
Profit for the year – – – – 25,756 25,756
Dividends – – – – (19,495) (19,495)
Balance at 31 March 2024 195 25 55 39 343,456 343,770
Changes in equity for year ended
31 March 2025
Balance as at 1 April 2024 195 25 55 39 343,456 343,770
Profit for the year – – – – 21,442 21,442
Dividends – – – – (20,470) (20,470)
Balance at 31 March 2025 195 25 55 39 344,428 344,742
The Notes on pages 96 to 101 are an integral part of the Parent Company financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Financial Statements
under UK GAAP FRS 102
for the year ended 31 March 2025
1. STATEMENT OF COMPLIANCE
These financial statements have been prepared in compliance with FRS 102, ‘The Financial Reporting Standard applicable
in the UK and the Republic of Ireland’.
2. ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have been prepared on the historical cost basis.
The financial statements are prepared in sterling, which is the functional currency of the entity.
The Company has taken advantage of the exemption in section 408 of the Companies Act from disclosing its individual
profit and loss account.
As permitted by FRS 102 the Company has taken advantage of the disclosure exemptions available under that standard in
relation to financial instruments and presentation of a cash flow statement and related party transactions with other wholly-
owned members of the Group. Where required, equivalent disclosures are given in the Group accounts of Mountview
Estates P.L.C.
REVENUE RECOGNITION
Turnover includes proceeds of sales of properties, rents from properties which are held as trading stock, or investment and
any other sundry items of revenue before charging expenses.
Rental income is recognised on a straight-line and accruals basis over the rental period.
Sales of properties are recognised on completion.
INCOME TAX
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period.
Taxis recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income
ordirectly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax
expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting
date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other
deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been
enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
LEASING
Company as lessor
The Company’s non-cancellable operating leases relate to regulated tenancies under which tenants have the right to remain
in a property for the remainder of their lives. It is therefore not possible to estimate timing of future minimum payments in
respect of these regulated tenancies, hence these are not separately disclosed in the financial statements.
Company as lessee
Rentals payable under operating leases are recognised as an expense on a straight-line basis over the term of the lease.
TANGIBLE ASSETS
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and
impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation
less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
2. ACCOUNTING POLICIES CONTINUED
DEPRECIATION
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic
life of that asset using the straight-line method as follows:
Freehold property – 2% per annum
INVESTMENTS
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment
losses.
IMPAIRMENT OF FIXED ASSETS
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated
where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly.
Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual
asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-
generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company has become a
party to the contractual provisions of the instrument. Trade and other receivables, trade and other payables, loans and cash
and cash equivalents are measured at amortised cost.
STOCKS
These comprise residential properties, all of which are held for resale and are valued at the lower of cost and estimated net
realisable value. Cost to the Company includes legal fees and commission charges incurred during acquisition together
with improvement costs. Net realisable value is the net sale proceeds which the Company expects on sale of the property
with vacant possession in its current condition.
PENSION COSTS
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is
provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in
future payments or a cash refund.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY AREAS OF ESTIMATION UNCERTAINTY
Going concern
The Directors are required to make an assessment of the Company’s ability to continue to trade as a going concern.
The two main considerations were as follows:
1. Refinancing of banking facilities
The Company has a £60 million (2024: £60 million) revolving loan facility with Barclays Bank. The termination date of this
facility is March 2027.
The Company has a £20 million (2024: £20 million) revolving loan facility with HSBC Bank with a termination date of
March2028.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Financial Statements
under UK GAAP FRS 102
(Continued)
for the year ended 31 March 2025
2. ACCOUNTING POLICIES CONTINUED
2. Covenant compliance
The core facility has two covenants, Consolidated Gross Borrowing as a percentage of Consolidated Net Tangible Assets,
and the ratio of Consolidated PBIT to Gross Financing Costs. The Company has remained well within both of these
covenants during the year.
On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Carrying value of trading stock
The Company’s residential trading stock is carried in the balance sheet at the lower of cost and net realisable value.
As the Company’s business model is to sell trading stock on vacancy, net realisable value is the net sales proceeds which
the Company expects on sale of a property with vacant possession. Given that by applying our buying criteria all stock is
purchased at a discount to the value with vacant possession the Directors consider the risk of impairment to be low and
accordingly the Company has no NRV provision.
Inventory expected to be settled in more than 12 months
The Board estimates that inventory of £23.3 million will be settled within the next 12 months, with the remaining inventory
value expected to be settled in more than 12 months. This estimation is based on the average cost of sales of inventory
over the last three year period. Mountview’s business, historic and current has involved the purchase for sale of residential
properties subject to regulated tenancies, such properties being sold when vacant possession is obtained.
Regulated tenancies by their nature are not for any specific period of time and in most cases they do not become vacant
until the death of the tenant.
It is difficult to predict with any certainty the time at which Mountview’s inventory properties might become vacant.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised
as a deduction from equity, net of tax effects.
3. STAFF COSTS (INCLUDING DIRECTORS)
2025 2024
£000 £000
Wages and salaries 4,755 4,713
Social security costs 616 604
Pension costs 70 68
5,441 5,385
Directors’ Remuneration
2025 2024
£000 £000
Total Directors’ remuneration including salary and bonuses and benefits in kind amounted to: 2,361 2,375
The details of Directors’ remuneration are shown in the audited section of the Remuneration Report on page 62.
The Company contributes 3% of the total annual gross salaries and bonuses of each employee, excluding Directors, to a
Stakeholder Pension Scheme.
The average monthly number of employees during the year was as follows:
2025 2024
Office and management 31 30
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Mountview Estates P.L.C. Annual Report and Accounts 2025
4. TANGIBLE ASSETS
Freehold
property Total
£000 £000
Cost
At 1 April 2024 2,671 2,671
At 31 March 2025 2,671 2,671
Depreciation
At 1 April 2024 1,231 1,231
Charge for the year 53 53
At 31 March 2025 1,284 1,284
Net book value
At 31 March 2024 1,440 1,440
At 31 March 2025 1,387 1,387
All tangible assets of the Company are located within England and Wales.
5. INVESTMENTS
Shares in Group
undertakings
£000
Cost
At 1 April 2024 and 31 March 2025 18,276
Impairment
At 1 April 2024 and 31 March 2025 –
Carrying amount
At 31 March 2025 18,276
The Company owns 100% of the Ordinary Share capital of the following companies:
Cost
2024
2025
Subsidiary undertaking Country of incorporation Principal activity £000
Hurstway Investment Company Limited England, UK Property Trading1
Registered Office: Mountview House, No: 344034
151 High Street, Southgate, London, N14 6EW
Louise Goodwin Limited England, UK Property Investment15,351
Registered Office: Mountview House, No: 691455
151 High Street, Southgate, London, N14 6EW
A.L.G. Properties Limited England, UK Property Investment2,924
Registered Office: Mountview House, No: 508842
151 High Street, Southgate, London, N14 6EW
18,276
6. STOCKS
2025 2024
£000 £000
Residential properties 437,137 418,651
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notes to the Financial Statements
under UK GAAP FRS 102
(Continued)
for the year ended 31 March 2025
7. DEBTORS: DUE WITHIN ONE YEAR
2025 2024
£000 £000
Trade debtors 389 91
Prepayments and accrued income 1,124 1,304
1,513 1,395
Included in trade debtors at 31 March 2025 is £0.3m arising of on the sale of 1 unit that completed on 31 March 2025 for
which the cash was not received until 1 April 2025.
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£000 £000
Bank overdraft 1,402 –
Amounts owed to Group undertakings 30,363 26,882
Accruals and deferred income 1,348 1,677
Corporation Tax 1,696 1,060
Other taxes and social security costs 304 330
Other creditors 207 232
35,320 30,181
9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025 2024
£000 £000
Bank loans 78,700 66,500
78,700 66,500
The Directors consider that the carrying amount of bank overdrafts and loans approximates their fair value.
The other principal features of the Company’s borrowings are as follows.
1. The Company has a short-term borrowing facility of £10 million (2024: £10 million) with Barclays Bank. This is due for
review in November 2025 and the rate of interest payable is:
• 1.6% over base rate on overdraft.
Headroom of this facility at 31 March 2025 amounted to £8.6 million (2024: £10 million).
2. The Company has a £60 million (2024: £60 million) long term revolving loan facility with Barclays Bank with a termination
date of March 2027. The rate of interest is 1.9% above SONIA. The loan is secured by a cross guarantee between
Mountview Estates P.L.C. and its subsidiaries. The loan is not repayable by instalments. Headroom under this facility at
31 March 2025 amounted to £0.5 million (2024: £12.5 million).
3. The Company has a £20 million (2024: £20 million) long-term revolving loan facility with HSBC Bank. The termination
date for this facility is March 2028. The rate of interest payable on the loan is 2.1% above SONIA. The loan includes a
Negative Pledge. The loan is not repayable by instalments. As at 31 March 2025 headroom under this facility amounted
to £0.8 million (2024: £1.0 million).
10. CALLED UP SHARE CAPITAL
2025 2024
£000 £000
Authorised:
5,000,000 Ordinary Shares of 5p each 250 250
Allotted, issued and fully paid:
3,899,014 Ordinary Shares of 5p each 195 195
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Mountview Estates P.L.C. Annual Report and Accounts 2025
11. OTHER RESERVES
2025 2024
£000 £000
Capital redemption reserve 55 55
Capital reserve 25 25
Other reserves 39 39
Balance at 31 March 119 119
The Capital redemption reserve relates to the buy-back of the Company’s own shares.
The Company does not maintain insurance cover against other risks except where several properties are located in
close physical vicinity. A reserve is maintained to deal with such non-insured risks and at 31 March 2025 stood at £39,000
(2024: £39,000).
12. RETAINED EARNINGS
2025 2024
£000 £000
Balance at 1 April 343,456 337,195
Net profit for the year 21,442 25,756
Dividends paid (20,470) (19,495)
Balance at 31 March 344,428 343,456
13. RELATED PARTY TRANSACTIONS
During the financial year there were no key management personnel emoluments, other than remuneration.
(a) Mountview Estates P.L.C. provides general management and administration services to Ossian Investors Limited and
Sinclair Estates Limited, companies of which Mr D.M. Sinclair is a Director. Fees of £25,487 (2024: £19,867) were charged
for these services.
(b) Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation and have not been disclosed in this note.
(c) The only key management are the Directors.
(d) As at 31 March 2025 the Company owed Mr D.M. Sinclair £5,298 (2024: £1,529) in relation to an informal loan.
14. LEASE COMMITMENTS
At 31 March 2025 the Company had aggregate annual commitments under non-cancellable operating leases as follows.
2025 2024
£000 £000
Operating lease payments due:
Not later than one year 55 54
Later than one year and not later than five years 43 74
98 128
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Independent Auditor’s Report
to the members of Mountview Estates P.L.C. year ended 31 March 2025
OPINION
We have audited the parent Company Financial Statements of Mountview Estates P.L.C. for the year ended 31 March
2025 which comprise the Company Balance Sheet, Company Statement of Changes in Equity and Notes to the Financial
Statements, including significant accounting policies. The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting
Standard Applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• give a true and fair view of the state of the parent Company’s affairs as at 31 March 2025
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the parent
Company Financial Statements section of our report. We are independent of the parent Company in accordance with the
ethical requirements that are relevant to our audit of the parent Company Financial Statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest 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.
OUR APPROACH TO THE AUDIT
Our audit was scoped by obtaining an understanding of the parent Company, and its environment, including its system of
internal controls, and assessing the risks of material misstatement in the parent Company Financial Statements.
We performed a full scope audit of the parent Company. There were no significant changes in our audit approach. We also
reviewed the IT and General controls in relation to the parent Company property management system with the assistance
of our internal IT experts. Our audit evidence was largely obtained through substantive audit procedures and we tested
and examined information, using sampling and other techniques, to the extent we considered necessary to provide a
reasonable basis for us to draw conclusions to enable us to form our opinion on the parent Company Financial Statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
parent Company Financial Statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including 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 parent Company Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters How our scope addressed this matter
Revenue Recognition – refer to
Revenue was audited to entity specific materiality levels.
note 2 on page 96 for the parent
Our audit procedures included:
Company’s accounting policy in
• Evaluating the parent Company’s accounting policy in respect of revenue recognition to ensure
respect to revenue recognition.
that revenue was recognised in accordance with the requirements of FRS 102.
• Understanding the design and implementation of key controls.
• Confirming the occurrence of Property Inventory (Trading Stock) revenue transactions by
Revenue is a significant item in its
tracing a sample through to supporting evidence including contracts, title deeds, completion
individual profit and loss account,
statements and bank statements.
impacting key performance indicators
• Reconciling Property Inventory (Trading Stock) movements and performing appropriate cut off
of the parent Company. Auditing
procedures to ensure that sales were complete and recorded in the correct accounting period.
standard ISA (UK) 240 requires
• Performing a review of material credit notes, invoices, and receipts post year end.
auditors to presume that there is a
• Performing completeness testing by selecting and tracing a sample from the physical property
risk of fraud in revenue recognition.
files back to the property listing.
We therefore identified revenue
• Reviewing the adequacy of the disclosures in the parent Company Financial Statements to
recognition as a significant risk.
ensure they were in accordance with the requirements of FRS 102.
Conclusion:
Based on our audit procedures performed we concluded that revenue is not materially misstated
in the parent Company Financial Statements and is recognised in accordance with the parent
Company’s accounting policy and the requirements of FRS 102.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Key Audit Matters How our scope addressed this matter
Property Inventory (Trading Stock
Property Inventory (Trading Stock) was to entity specific materiality levels.
Valuation and Accuracy) – refer to
Our audit procedures included:
note 2 on page 97 for the parent
• Evaluating the parent Company’s accounting policy in respect of the valuation of trading stock
Company’s accounting policy in
to ensure that it is compliant with FRS 102 section 13.
respect of the value of Property
• Understanding the design and implementation of key controls in relation to trading stock.
Inventory (Trading Stock).
• Reviewing property purchases during the year to confirm were purchased at a discount to
Property Inventory (Trading Stock) is
market value with vacant possession.
required to be measured at the lower
• Critically assessing movements in the UK House Price Index for property inventory locations to
of cost or Net Realisable Value (NRV)
identify any indicator of potential impairment by selecting an appropriate sample of individual
in accordance with the requirements
properties for testing.
of FRS 102 section 13. Management
• Estimating market value, for the selected sample, with various tenancy types based on publicly
is required to estimate the NRV of
available price information and discussing valuations with management. In addition, we
Trading Stock to ensure it is valued at
compared the result with the property cost as recorded in the parent Company’s accounting
the correct cost, the estimations are
records.
subjective and uncertain in nature.
• Reviewing unsold property stock at the year end and challenging management if there were
The Property Inventory valuation for
any indicators of impairment.
the year ended 31 March 2025 is
• Reviewing post year-end sales to compare cost and NRV.
£437,137,000 (2024: £418,651,000).
• Checking Property Inventory (Trading Stock) valuation held by reference to any post balance
sheet sales less selling costs, and other applicable costs to complete.
Conclusion:
Based on our audit procedures performed, we concluded that the carrying value of Property
Inventory (Trading Stock) is not materially misstated in the parent Company Financial Statements
and is recognised in accordance with the parent Company’s accounting policy and the
requirements of FRS 102 section 13.
OUR APPLICATION OF MATERIALITY
We determined overall materiality for the parent Company to be £4.6 million, which is approximately 1% of gross assets. We
concluded that determining materiality based on gross assets was consistent with industry peers and appropriately reflects the
nature of the business and the metrics on which the users of the parent Company Financial Statements are likely to focus.
We calculated performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality level for the parent Company Financial Statements as
a whole. On the basis of our risk assessment of the parent Company’s overall control environment, our judgement was that
performance materiality for the parent Company should be 50% of overall parent Company Financial Statements materiality
at£2.3m.
In addition, we applied a lower materiality of £1.4m (PM of £705k) to specific items in profit or loss, being net trading profits
on the sale of properties, rental income, rental expenses, administrative expenses and finance charges, and £634k (PM of
£317k) for directors’ transactions. We believe misstatement of these specific items of a lesser amount than materiality for the
financial statements as a whole could reasonably be expected to influence the assessment of the financial performance of
the parent Company by the users of the parent Company Financial Statements.
We agreed with the Audit and Risk Committee that we would report to them corrected and uncorrected differences in
excess of 5% of the materiality level, as well as differences below that threshold that in our view warranted reporting on
qualitative grounds.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the parent Company Financial Statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the parent Company Financial Statements is appropriate. Our evaluation of
the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included the
following procedures:
• We assessed the parent Company's ability to meet its liabilities as they fall due, considered both internal factors and
external factors and paid particular attention to any events or conditions identified in the viability statement provided, as
these may significantly impact the parent Company’s ability to continue as a going concern.
• We evaluated the assumptions and scenarios outlined in the viability statement and assessed their alignment with the
parent Company's financial position and prospects. We performed sensitivity analysis on the key assumptions and
scenarios outlined in the viability statement to assess their impact on the parent Company's ability to meet its liabilities
as they fall due.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2025
• We assessed the parent Company’s interest risk on third party financing and covenants compliance.
• We assessed the rationale behind the directors' selection of the viability period and challenged its adequacy based on
the parent Company's specific circumstances, industry dynamics, and market conditions.
• We ensured that the rationale for selecting the viability period is adequately disclosed within the parent Company's
Financial Statements, including the viability statement and accompanying notes.
• We examined the disclosures in the parent Company Financial Statements relating to the going concern basis of
preparation and explanation of the directors’ assessment in light of the evidence obtained.
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 parent Company's ability to continue as a going concern
for a period of at least twelve months from when the parent Company Financial Statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
OTHER INFORMATION
The other information comprises the information included in the annual report, other than the parent Company Financial
Statements and our Auditor’s Report thereon. The directors are responsible for the other information within the annual
report. Our opinion on the parent Company 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 parent Company Financial Statements or our knowledge obtained in the course of the audit or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the parent
Company Financial Statements are prepared is consistent with the parent Company Financial Statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION.
In the light of the knowledge and understanding of the parent Company and its 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 and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors’ Responsibilities set out on page 35, the directors are responsible for
the preparation of the parent Company 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 parent Company Financial
Statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent Company Financial Statements, the directors are responsible for assessing the parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the parent Company or to cease operations, or
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Mountview Estates P.L.C. Annual Report and Accounts 2025
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 parent Company 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 aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these parent Company Financial Statements.
A further description of our responsibilities is available on the FRC’s website at https://www.frc.org.uk/library/standards-
codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/.
This description forms part of our auditor’s report.
EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS CONSIDERED CAPABLE OF
DETECTING IRREGULARITIES, INCLUDING FRAUD.
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the parent
Company Financial Statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to
respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for
the prevention and detection of fraud rests with both management and those charged with governance of the parent Company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the parent Company and
considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the
Financial Reporting Council, the Listing rules, the Disclosure and Transparency Rules, and UK taxation legislation.
• We obtained an understanding of how the parent Company complies with these requirements by discussions with
management and those charged with governance.
• We assessed the risk of material misstatement of the parent Company Financial Statements, including the risk of
material misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
• We also performed appropriate testing in respect of the risk of fraud in revenue recognition as described above under
key audit matters. Additionally, the risk of management bias in the valuation of Property Inventory (Trading Stock), was
covered by our testing on each of these areas as described above under key audit matters.
• We also performed analytical review procedures to identify any unusual relationships that may indicate a material
misstatement and additionally tested the appropriateness of journals to address the risk of fraud through management
override of controls.
• We also designed additional procedures as part of our unpredictability testing over management override of controls to
ensure sufficient coverage.
• We inquired of management and those charged with governance as to any known instances of non-compliance or
suspected non-compliance with laws and regulations.
• We contacted the parent Company’s legal advisers and reviewed legal expenses.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-
compliance with laws and regulations. This included making enquiries of management and those charged with
governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the parent
Company Financial Statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2025
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS.
We were re-appointed at the annual general meeting by the Shareholders on 14 August 2024 to audit the parent Company
Financial Statements for the year ending 31 March 2025. Our total uninterrupted period of engagement is two years,
covering the year ended 31 March 2024 to the year ended 31st March 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the parent Company and we remain
independent of the parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
We have reported separately on the Consolidated Financial Statements of Mountview Estates P.L.C. for the year ended
31 March 2025. That report includes details of the group key audit matters; how we applied the concept of materiality in
planning and performing our audit and an overview of the scope of our audit
USE OF OUR REPORT
This report is made solely to the parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the parent
Company’s members those matters which we are required to include in an auditor’s report addressed to them. To the fullest
extent permitted by law, we do not accept or assume responsibility to any party other than the parent Company and parent
Company’s members as a body, for our work, for this report, or for the opinions we have formed.
Jonathan Russell (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor, 9 Appold Street, London, EC1A 2AP
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Table of Comparative Figures (unaudited)
for the year ended 31 March 2025
As at
31 March
2025
IFRS IFRS IFRS IFRS IFRS IFRS IFRS
2019 2020 2021 2022 2023 2024 2025
£000 £000 £000 £000 £000 £000 £000
Revenue 65,428 64,873 65,730 66,010 73,593 79,472 72,132
Profit before taxation 34,567 34,941 38,134 34,868 32,764 37,886 31,304
Taxation 6,559 6,645 7,241 7,986 6,299 9,467 7,811
Profit after taxation 28,008 28,296 30,893 26,882 26,465 28,419 23,493
Earnings per share 718.3p 725.7p 792.3p 689.5p 678.8p 728.9p 602.5p
Rate of dividend 400p 400p 425p 750p 750p 525p 525p
Cover 1.75 1.81 1.86 0.92 0.91 1.39 1.15
Cost of dividend 15,596 15,596 16,571 29,242 29,242 20,470 20,470*
Total remuneration (including Directors) 3,928 4,093 4,433 4,556 4,967 5,385 5,441
Executive Directors’ remuneration 1,667 1,756 1,875 1,877 2,016 2,181 2,150
Total remuneration (including Directors)
as a percentage of dividend 25.19% 26.24% 26.76% 15.58% 16.99% 26.31% 26.58%
Cost of Executive Directors’ remuneration
as a percentage of total remuneration 42.44% 42.90% 42.30% 41.20% 40.59% 40.50% 39.51%
Cost of Executive Directors’ remuneration
as a percentage of dividend 10.69% 11.26% 11.32% 6.42% 6.89% 10.65% 10.50%
Executive Directors’ remuneration
as a percentage of profit before taxation 4.82% 5.03% 4.92% 5.39% 6.15% 5.76% 6.87%
* The £20.50 million dividend in relation to 2025 is made up of the interim dividend of £9.75 million and the final dividend of £10.72 million, which will be
paid on 18 August 2025, subject to approval at the AGM on 13 August 2025.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notice of Meeting
ATTENDANCE AT THE MEETING
We look forward to welcoming shareholders to our 2025 Annual General Meeting (2025 AGM), which will be held at
the offices of Norton Rose Fulbright LLP (see the Notice of Annual General Meeting for details). Any changes to the
arrangements for the 2025 AGM prior to the meeting, if there are any unforeseen circumstances, such as health and safety
arrangements, will be published on the Company’s website: www.mountviewplc.co.uk
All resolutions for the consideration at the 2025 AGM will be voted on a poll, rather than a show of hands, and all valid
proxy votes cast will count towards the poll votes. The results will be announced via a regulatory announcement and will be
posted on the Company’s website as soon as practicable after the 2025 AGM.
Shareholders are encouraged to vote in advance by appointing a proxy, regardless of whether or not they intend to attend
the 2025 AGM in person, see details below for appointing a proxy.
APPOINTING A PROXY
Shareholders can vote ahead of the 2025 AGM by appointing a proxy to vote on the resolutions set out in the Notice of
Annual General Meeting (see page 109) and should do so as soon as possible, and in any event by 11.00 am on 11 August
2025. All shareholders are encouraged to appoint the chairman of the meeting as their proxy even if they intend to attend
in person at the 2025 AGM. This is to ensure that your vote is counted even if you (or any other proxy you might otherwise
appoint) are not able to attend in person on the day of the 2025 AGM. Shareholders can vote ahead of the 2025 AGM,
either by completing and returning a Proxy Form or by appointing a proxy electronically via the Investor Centre app or by
accessing the web browser at https://uk.investorcentre.mpms.mufg.com/.
The completion and submission of a form of proxy will not prevent you from attending and voting in person at the
2025 AGM.
The Board considers that the resolutions set out in the notice of the 2025 AGM are in the best interests of the Company and
its shareholders as a whole and unanimously recommends shareholders to vote in favour of them as the Directors intend to
do so in respect of their own beneficial shareholdings.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 88th Annual General Meeting of the Members of Mountview Estates P.L.C. (incorporated in
England and Wales with registered number 00328020) (the Company) will be held at the offices of Norton Rose Fulbright
LLP, 3 More London Riverside, London SE1 2AQ on 13 August 2025 at 11.00 am. Shareholders will be asked to consider and,
if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions and must each receive more
than 50 per cent of the votes cast in favour in order to be passed (not counting votes withheld).
1. To receive and consider the Reports of the Directors and the Auditors and the audited Statements of Accounts of the
Company for the year ended 31 March 2025.
2. To declare a final dividend of 275 pence per share payable on 18 August 2025 to shareholders on the register at
11July2025.
3. To re-elect Mrs M.M. Bray as a Director of the Company.
4. To re-elect Mr D.M. Sinclair as a Director of the Company.
5. To re-elect Mr A.W. Powell as a Director of the Company, provided that resolution 12 is passed.
6. To re-elect Dr A.R. Williams as a Director of the Company.
7. To elect Ms T.E.B. Hartley as a Director of the Company, provided that resolution 13 is passed.
8. To approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) in
the Annual Report and Accounts for the year ended 31 March 2025.
9. To approve the Directors’ Remuneration Policy set out on pages 55 to 61 of the Remuneration Report which is contained
in the Annual Report and Accounts for the year ended 31 March 2025, such policy to take effect from the conclusion of
the Annual General Meeting.
10. To appoint Messrs Moore Kingston Smith LLP as auditors of the Company to hold office from the conclusion of the
Annual General Meeting to the conclusion of the next meeting at which the Company’s Annual Report and Accounts are
laid before the meeting.
11. To authorise the Directors to determine the auditors’ remuneration for the ensuing year.
In accordance with UK Listing Rule 6.2.8R notice is also hereby given for the independent shareholders of the Company
only:
12. To re-elect Mr A.W. Powell as a Director of the Company, provided that resolution 5 is passed.
13. To elect Ms T.E.B Hartley as a Director of the Company, provided that resolution 7 is passed.
By Order of the Board
M.M. Bray
Company Secretary
Mountview House
151 High Street
Southgate
London N14 6EW
8 July 2025
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notice of Meeting (Continued)
NOTES:
1. A Member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak
and vote instead of him/her. A proxy need not also be a Member of the Company. If a Member appoints more than one
proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares
held by the Member. If a Member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the
Member should contact MUFG Corporate Markets (formerly Link Group), PXS 1, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, or you may photocopy the form.
2. A Form of Proxy is enclosed with this Annual Report and Accounts and Notice of the 2025 AGM and should be
completed in accordance with the instructions contained therein. To be effective, the Form of Proxy and any power of
attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be deposited
at the office of the Company’s Registrars, MUFG Corporate Markets (formerly Link Group), PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL, by 11.00 am on 11 August 2025 or in the case of any adjournment of the meeting,
not later than 48 hours before the time of such adjourned meeting. Amended instructions must also be received by the
Company’s Registrars by the deadline for receipt of Forms of Proxy.
3. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by
MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings
in real time, take part in online voting, keep your details up to date, access a range of information including
payment history and much more. The app is available to download on both the Apple App Store and Google Play,
or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a browser at:
https://uk.investorcentre.mpms.mufg.com/. In order to be a valid proxy appointment, the member’s electronic
message confirming the details of the appointment completed in accordance with those instructions must be
transmitted so as to be received no later than 11.00 am on 11 August 2025. The proxy appointment will not be accepted
if found to contain a computer virus.
4. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST
message must be received by the issuer’s agent RA10 by 11.00 am on 11 August 2025 or in the case of any adjournment
of the meeting, not later than 48 hours before the time of such adjourned meeting. 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 issuer’s agent is able to retrieve the message. After this time any change of instructions to a
proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or
other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should
contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further
information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat
as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001 (as amended). In any case your proxy instruction must be received by the Company’s
Registrars, MUFG Corporate Markets (formerly Link Group), PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL
by 11.00 am on 11 August 2025 or not later than 48 hours before the time of any adjourned meeting. 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.
5. Any person receiving a copy of this Notice as a person nominated by a Member to enjoy information rights under
Section 146 of the Companies Act 2006 (a “Nominated Person”) should note that the provisions in Notes 1 and 2
above concerning the appointment of a proxy or proxies to attend the meeting in place of a Member, do not apply to
a Nominated Person as only Members have the right to appoint a proxy. However, a Nominated Person may have a
right under an agreement between the Nominated Person and the Member by whom he or she was nominated to be
appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions
to the Member as to the exercise of voting rights at the meeting. Nominated persons should also remember that their
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Mountview Estates P.L.C. Annual Report and Accounts 2025
main point of contact in terms of their investment in the Company remains the Member who nominated the Nominated
Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf).
Nominated Persons should continue to contact that Member, custodian or broker (and not the Company) regarding
any changes or queries relating to the Nominated Person’s personal details and interest in the Company (including
any administrative matter). The only exception to this is where the Company expressly requests a response from a
Nominated Person.
6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of
Section 360B of the Companies Act 2006, entitlement to attend and vote at the meeting and the number of votes which
may be cast thereat will be determined by reference to the Register of Members of the Company as at close of business
on 11 August 2025 (the ”Specified Time”) or 48 hours (excluding any day or part of any day that is not a working day)
before the date of any adjourned meeting. If the meeting is adjourned to a time not more than 48 hours after the
Specified Time, that time will also apply for the purpose of determining the entitlement of Members to attend and vote
and for the purpose of determining the number of votes they may cast at the adjourned meeting. Changes to entries
on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
7. Any corporation which is a Member can appoint one or more corporate representatives who may exercise on its behalf
all of its powers as a Member, provided that, if it is appointing more than one corporate representative, it does not do
so in relation to the same shares.
8. If the Chairman of the meeting as a result of any proxy appointments, is given discretion as to how the votes the subject
of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in
the Company’s securities already held by the Chairman of the meeting result in the Chairman of the meeting holding
such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency
Rules, the Chairman of the meeting will make the necessary notifications to the Company and the Financial Conduct
Authority. As a result, any Member holding 3% or more of the voting rights in the Company who grants the Chairman
of the meeting a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a
notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to
the Company and the Financial Conduct Authority.
9. This Notice, together with information about the total numbers of shares in the Company in respect of which
Members are entitled to exercise voting rights at the meeting as at, 8 July 2025, being the last business day prior to
the printing of this Notice and, if applicable, any Members’ statements, Members’ resolutions or Members’ matters
of business received by the Company after the date of this Notice, will be available on the Company’s website
www.mountviewplc.co.uk.
10. 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: (a)
the audit of the Company’s accounts (including the Auditors’ report and the conduct of the audit) that are to be laid
before the meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since
the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies
Act 2006. The Company may not require the Members requesting any such website publication to pay its expenses in
complying with Sections 527 or 528 Companies Act 2006. Where the Company is required to place a statement on a
website under Section 527 Companies Act 2006, it must forward the statement to the Company’s Auditors not later than
the time when it makes the statement available on the website. The business which may be dealt with at the meeting
includes any statement that the Company has been required under Section 527 Companies Act 2006 to publish on a
website.
11. Any Member attending the meeting has the right to ask questions. The Company must cause to be answered any
question relating to the business being dealt with at the meeting put by a member attending the meeting. However,
Members should note that no answer need be given in the following circumstances:
(a) if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential
information;
(b) if the answer has already been given on a website in the form of an answer to a question; or
(c) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Notice of Meeting (Continued)
Members can also send to the Company any questions in relation to the business of the meeting in advance by
email to reception@mountviewplc.co.uk or by writing to the Company Secretary, Mountview House, 151 High
Street, Southgate, London N14 6EW. Please submit questions as soon as possible and in any event no later than
1 August 2025. Responses to relevant questions submitted by 1 August 2025 will be provided, by way of a written Q&A,
grouped into themes, posted on the Company’s website as soon as practicable in advance of the meeting, and no
later than 8 August 2025. Some, but not all, questions may receive individual responses. For questions received after
1 August 2025, the Directors will endeavour to provide answers as soon as practicable but responses may be provided
after 8 August 2025. Responses will not be provided to questions which do not relate to the business of the meeting
or that the Directors determine require disclosure of confidential or commercially sensitive information or are already
answered on the website or are already addressed elsewhere including in the annual report and accounts. The Company
reserves the right to answer questions only from Members or those legally permitted to raise questions at the meeting.
12. Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not
be used to communicate with the Company for any purposes other than those expressly stated.
13. As at, 8 July 2025, being the last business day prior to the printing of this Notice, the Company’s issued capital consisted
of 3,899,014 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at, 8 July 2025,
are 3,899,014.
14. Copies of the Directors’ service contracts and letters of appointment with the Company are available for inspection at
the registered office at Mountview House, 151 High Street, Southgate, London N14 6EW during normal business hours
on weekdays (Saturdays, Sundays and English public holidays excepted) from the date of this Notice and at the place of
meeting from 15 minutes before the meeting until it ends.
15. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including
your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the
Company). The Company determines the purposes for which and the manner in which your personal data is to be
processed. The Company and any third party to which it discloses the data (including the Company’s registrar) may
process your personal data for the purposes of compiling and updating the Company’s records, fulfilling its legal
obligations and processing the shareholder rights you exercise. A copy of the Company’s privacy policy can be found
online at: https://mountviewplc.co.uk/privacy.html
16. Explanatory note for resolutions 5, 7, 12 and 13:
In accordance with the Financial Conduct Authority’s UK Listing Rules (UKLR) there are certain voting requirements
for the election of independent Directors in listed companies with a controlling shareholder (a shareholder who
exercises 30% or more of the votes). Under the rules, the election or re-election of any Director whom the Company has
determined to be independent under the UK Corporate Governance Code must be approved by the shareholders as a
whole, and separately by all shareholders excluding the Sinclair Family Concert Party which is collectively deemed to be
a controlling shareholder (the Independent Shareholders). Therefore at this year’s meeting there will be two votes each
in relation to the election of the Non-Executive Director, Ms. T.E.B. Hartley and the re-election of the Non-Executive
Director, Mr.A. W. Powell, one vote by the shareholders as a whole and another vote by the Independent Shareholders.
If a vote to elect/re-elect a Non-Executive Director is not passed by the Independent Shareholders, the Company
may propose a further resolution to elect/re-elect the relevant Director between 90 and 120 days from the date of the
original vote. This further resolution in respect of each Non-Executive Director must be passed by a majority of the
shareholders as a whole only, and there is no requirement for an additional vote by the Independent Shareholders.
UKLR 6.2.7R allows any Non-Executive Director who is not elected/re-elected by the Independent Shareholders to
remain in office until the further resolution has been voted on.
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Mountview Estates P.L.C. Annual Report and Accounts 2025
Shareholder Information
FINANCIAL CALENDAR 2025
Final dividend record date 11 July
Annual Report posted to Shareholders 11 July
Annual General Meeting 13 August
Final dividend payment 18 August
Interim results 20 November
Copies of this statement are being sent to Shareholders. Copies may be obtained from the Company’s registered office:
Mountview House
151 High Street,
Southgate,
London,
N14 6EW
All administrative enquiries relating to shareholdings should be addressed to the Company’s Registrars:
MUFG Corporate Markets
(formerly Link Group)
Central Square,
29 Wellington Street,
Leeds,
LS1 4DL
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
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Mountview Estates P.L.C.
Annual Report and Accounts 2025
Mountview Estates P.L.C.
Mountview House, 151 High Street, Southgate, London N14 6EW
Tel:+44 (0) 20 8920 5777 Fax:+44 (0) 20 8882 9981
www.mountviewplc.co.uk
3267032670MountviewMountviewAR2025.inddAR2025.indd1107/07/202507/07/202513:31:3513:31:35
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