Company Registration No. SC602570 (Scotland)
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
P J Cummings
N J Stoddart
K Whitaker
S A Carlile
G M Pope
J D C Hunter
Company number
SC602570
Registered office
1a Canal View
Winchburgh
Broxburn
West Lothian
Scotland
EH52 6FE
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 30
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

Formed in December 2018, Winchburgh Developments (Holdings) Limited (WDHL) is a joint venture between CALA Management Limited and West Coast Capital Holdings Limited. It operates principally as a holding company for Winchburgh Developments Limited (WDL) (together, the Group). The principal activity of the group is the sale of serviced land to residential house developers delivering over 3400 new homes in the area of Winchburgh. The masterplan expands the old Winchburgh Village with WDL investing in significant infrastructure improvements, new schools and leisure areas including a district park and marina.

 

John Cadzow (Glendevon) Limited is a subsidiary of WDHL and is a small entity which farms crops on the land held by the group.

 

The WDHL group's 2023 year end results show a loss of £1.3m (2022: £0.1m) and turnover of £2.9m (2022: £35.6m). The nature and forecast of land sales will vary in terms of quantity and value year on year, therefore the comparison for turnover is not necessarily informative as to the financial performance of the WDHL group.

 

New sales in the year 2023 contributing to revenue recognition were mainly commercial land and affordable housing sales.

 

WDL continued with the delivery of its masterplan and infrastructure development during 2023 with construction of the core road to link up the motorway junction with the new retail offering at Sainsbury’s, the Town Centre as well as new housing blocks, school and leisure facilities. 

 

Principal risks and uncertainties

The main business risk to the group related to the strength of the housing and land market. The strong post-covid recovery for the market in land sales has continued and we continue to see a strong sales pipeline in the future.

 

Inflation and Interest rate increases remain a business risk to WDL, however, recent decreases in interest rates are encouraging as a stimulus for house sales.  WDL believe in our placemaking strategy with excellent infrastructure in place to ensure that Winchburgh remains a desirable location against competing areas.

 

Build cost inflation is largely mitigated through the award of fixed price contracts.  WDL’s exposure to build cost inflation diminishes greatly through Financial Year 2024 as key infrastructure projects are completed.   

 

The group is free from bank debt but has an Infrastructure Loan from Scottish Government (fully drawn to the loan amount of £26.865m) at a competitive, fixed rate of interest on commercially attractive repayment terms (linked to the occupation of new houses).

 

Key performance indicators

The group created a financial model which forecasts project income and expenditure. WDL track performance against the model through the monitoring of a number of KPI's including margin, cost control and land sales.

 

Future outlook

The WDHL group remain confident about demand for the company’s land plots but does consider that timing of sales may can be uncertain.

 

 

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

On behalf of the board

P J Cummings
Director
11 September 2024
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The company acts as a holding company for a group involved primarily in the provision of serviced land within the Winchburgh Village Development for sale to property developers.

 

The group also includes a subsidiary undertaking whose principal activity is farming.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid (2022: £nil). The directors do not recommend payment of a final dividend (2022: £nil).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P J Cummings
N J Stoddart
K Whitaker
S A Carlile
G M Pope
J D C Hunter
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments

The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives. policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.

Matters addressed in the Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Going Concern

The financial statements have been prepared on a going concern basis following an assessment by the directors of the company. 

 

In making this assessment, the directors have prepared detailed cash flow projections for the overall development.  The directors consider it is reasonable to conclude that the company can manage its financial obligations as they fall due, this includes intercompany borrowing facilities with a maturity date of 31 December 2026 and external borrowing facilities with a maturity date of 31 March 2031 from utilising existing funding facilities from its lenders and through the sale of land plots. At the time of approving the financial statements the group has advanced sales of land plots that have either completed or will complete within the next 12 months, the sales value on these plots amounts to £40.1 million.

 

A significant proportion of the infrastructure works are contracted providing the directors with confidence on the accuracy of costs in the model. There is uncertainty on the future sales prices that will be achieved on land plot sales, but the directors take confidence from the level of offers received on the most recent land plot sales. The directors are therefore satisfied the company continues to adopt the going concern basis in preparing the financial statements.

On behalf of the board
P J Cummings
Director
11 September 2024
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
- 6 -
Opinion

We have audited the financial statements of Winchburgh Developments (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

 

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the 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 financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit is 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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
- 8 -

Extent the audit was considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
- 9 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
11 September 2024
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
2,872,963
35,645,912
Cost of sales
(253,892)
(32,249,584)
Gross profit
2,619,071
3,396,328
Administrative expenses
(1,502,106)
(1,758,000)
Other operating income
199,916
244,982
Operating profit
4
1,316,881
1,883,310
Interest payable and similar expenses
8
(2,578,801)
(1,950,205)
Loss before taxation
(1,261,920)
(66,895)
Tax on loss
9
(28,482)
(22,959)
Loss for the financial year
22
(1,290,402)
(89,854)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive expenditure for the year is all attributable to the owners of the parent company.

There are no items of other comprehensive income or expenditure in the current or prior years and hence no separate statement of other comprehensive income has been prepared.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
10
-
0
-
0
-
-
Current assets
Stocks
14
105,659,552
77,403,862
Debtors
15
3,064,554
4,950,653
Cash at bank and in hand
1,988,338
12,696,851
110,712,444
95,051,366
Creditors: amounts falling due within one year
16
(3,680,265)
(6,790,648)
Net current assets
107,032,179
88,260,718
Creditors: amounts falling due after more than one year
17
(74,345,932)
(55,577,129)
Net assets
32,686,247
32,683,589
Capital and reserves
Called up share capital
21
208
208
Merger reserve
22
21,141,534
21,141,534
Other reserves
22
6,019,438
6,264,098
Profit and loss reserves
22
5,525,067
5,277,749
Total equity
32,686,247
32,683,589
The financial statements were approved by the board of directors and authorised for issue on 11 September 2024 and are signed on its behalf by:
11 September 2024
P J Cummings
Director
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
11
21,141,538
21,141,538
Current assets
Debtors
15
53,500,204
44,600,204
Net current assets
53,500,204
44,600,204
Total assets less current liabilities
74,641,742
65,741,742
Creditors: amounts falling due after more than one year
17
(47,480,562)
(38,335,902)
Net assets
27,161,180
27,405,840
Capital and reserves
Called up share capital
21
208
208
Merger reserve
22
21,141,534
21,141,534
Other reserves
22
6,019,438
6,264,098
Total equity
27,161,180
27,405,840

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,537,720 (2022: £1,358,339 loss).

The financial statements were approved by the board of directors and authorised for issue on 11 September 2024 and are signed on its behalf by:
11 September 2024
P J Cummings
Director
Company Registration No. SC602570
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Merger reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
208
21,141,534
2,476,907
4,009,264
27,627,913
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
-
-
(89,854)
(89,854)
Capital contribution
-
-
5,145,530
-
5,145,530
Transfer between reserves
-
-
(1,358,339)
1,358,339
-
Balance at 31 December 2022
208
21,141,534
6,264,098
5,277,749
32,683,589
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
-
(1,290,402)
(1,290,402)
Capital contribution
-
-
1,293,060
-
1,293,060
Transfer between reserves
-
-
(1,537,720)
1,537,720
-
Balance at 31 December 2023
208
21,141,534
6,019,438
5,525,067
32,686,247
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Merger reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
208
21,141,534
2,476,907
-
0
23,618,649
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
-
-
(1,358,339)
(1,358,339)
Capital contribution
-
-
5,145,530
-
5,145,530
Transfer between reserves
-
-
(1,358,339)
1,358,339
-
Balance at 31 December 2022
208
21,141,534
6,264,098
-
0
27,405,840
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
-
(1,537,720)
(1,537,720)
Capital contribution
-
-
1,293,060
-
1,293,060
Transfer between reserves
-
-
(1,537,720)
1,537,720
-
Balance at 31 December 2023
208
21,141,534
6,019,438
-
0
27,161,180
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(28,191,575)
(2,924,600)
Interest paid
(1,041,081)
(591,866)
Net cash outflow from operating activities
(29,232,656)
(3,516,466)
Financing activities
Proceeds from joint venture shareholders
8,900,000
10,000,000
Proceeds from other borrowings
9,624,143
6,242,794
Repayment of contractual obligations
-
(5,999,999)
Net cash generated from financing activities
18,524,143
10,242,795
Net (decrease)/increase in cash and cash equivalents
(10,708,513)
6,726,329
Cash and cash equivalents at beginning of year
12,696,851
5,970,522
Cash and cash equivalents at end of year
1,988,338
12,696,851
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

Winchburgh Developments (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 1a Canal View, Winchburgh, Broxburn, West Lothian, Scotland, EH52 6FE.

 

The group consists of Winchburgh Developments (Holdings) Limited and all of its subsidiaries (Note 12).

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements (where appropriate):

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Winchburgh Developments (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

Investments in joint ventures are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures include acquired goodwill.

 

If the group’s share of losses in a joint venture exceeds its investment in the joint venture, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture.

 

Unrealised gains arising from transactions with joint ventures are eliminated to the extent of the group’s interest in the entity.

1.3
Going concern

The financial statements have been prepared on a going concern basis following an assessment by the directors of the company. 

 

In making this assessment, the directors have prepared detailed cash flow projections for the overall development.  The directors consider it is reasonable to conclude that the company can manage its financial obligations as they fall due, this includes intercompany borrowing facilities with a maturity date of 31 December 2026 and external borrowing facilities with a maturity date of 31 March 2031 from utilising existing funding facilities from its lenders and through the sale of land plots. At the time of approving the financial statements the group has advanced sales of land plots that have either completed or will complete within the next 12 months, the sales value on these plots amounts to £40.1 million.

 

A significant proportion of the infrastructure works are contracted providing the directors with confidence on the accuracy of costs in the model. There is uncertainty on the future sales prices that will be achieved on land plot sales, but the directors take confidence from the level of offers received on the most recent land plot sales. The directors are therefore satisfied the company continues to adopt the going concern basis in preparing the financial statements.

 

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from sale of land is recognised in accordance with underlying contractual obligations. This includes amounts recognised on unconditional exchange, namely when contracts are exchanged or missives concluded, on completion of pre-entry sellers works and on completion of post-entry sellers works.

 

Revenue from farming sales is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Computers
33.3% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Stocks

Stocks predominately relate to land and development works in progress. The group's work in progress is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises the direct cost associated with the purchase of land as well as those costs which have been incurred in bringing it to its present location and condition.

 

The group also holds farming stocks which are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors, other loans and borrowings and loans from related entities, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

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

1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.15
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Carrying value of development work in progress

The group's land and development work in progress is stated at the lower of cost and estimated selling price less costs to complete and sell. In order to assess the appropriateness of the carrying value and any potential impairment, the directors are required to consider market conditions and forecast development profitability when assessing estimated plot selling prices.

 

The directors are also required to exercise judgement in relation to development work in progress expensed to the profit and loss account on the sale of individual plots. As much of the development costs incurred relate to the wider development and infrastructure works rather than specific to individual plots, the directors determine the expenditure to release on any given sale following consideration of forecast profitability on the overall development. The overall forecast profitability is reviewed by the directors on an on-going basis.

 

The carrying value of land and development work in progress at the reporting date is outlined at note 14.

Revenue recognition

In recognising revenue from the sale of land, the directors are required to consider the extent of revenue to be recognised on unconditional exchange and on completion of pre and post entry sellers works. The directors consider the group's underlying contractual obligations and completion/delivery of these obligations in making this assessment.

 

Revenue recognised in the year is outlined at note 3.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Deferred tax asset

The group has recognised a deferred tax asset in respect of certain losses which are available for offset against the group's future trading profits. In assessing the extent of losses on which a deferred tax asset is recognised, the directors consider the probability and likelihood of being able to utilise losses in the shorter term where they are able to forecast with more certainty.

 

Details of the deferred tax asset recognised and gross losses available for future offset are outlined at note 19.

Discounting of related party borrowings

The group has interest free borrowings which have been provided by shareholding entities. These loans predominately fall due for repayment after one year however the timing of repayment is linked to the performance and progression of the group's overall development masterplan and the timing of significant block sales. In discounting these long term loans in accordance with FRS 102, the directors are therefore required to exercise judgement over when these repayments will fall due as well as an appropriate discount rate to apply.

 

The directors consider updated cash flow projections as well as the wider cost of group borrowings attached to third party loans in making these assessments.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sale of land for development
2,712,467
35,425,559
Farming
160,496
220,353
2,872,963
35,645,912

The group's total turnover has been generated within the UK.

2023
2022
£
£
Other significant revenue
Grants received
32,735
29,638
Sundry income
167,181
215,344
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(32,735)
(29,638)
Operating lease charges
21,666
7,114
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
8,750
5,000
Audit of the financial statements of the company's subsidiaries
19,250
17,000
28,000
22,000
6
Employees

The average monthly number of persons employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administrative
8
7
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
625,747
558,760
-
0
-
0
Social security costs
72,931
73,069
-
-
Pension costs
66,676
61,170
-
0
-
0
765,354
692,999
-
0
-
0
7
Directors' remuneration

No remuneration was paid to directors of the company by the group during the current or prior financial year.

8
Interest payable and similar expenses
2023
2022
£
£
Interest on borrowings
1,041,081
591,866
Other interest
1,537,720
1,358,339
Total finance costs
2,578,801
1,950,205

The group has certain borrowings provided from its shareholders which were advanced on an interest free basis. These borrowings have been accounted for at amortised cost having initially been discounted to their present value using a market rate of interest. The other interest cost above includes the notional charge in the current and prior period in applying the effective rate of interest to these borrowings on unwinding the present value through to the gross amounts to be settled.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
9
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
28,482
22,959

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(1,261,920)
(66,895)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(296,804)
(12,710)
Tax effect of expenses that are not deductible in determining taxable profit
136,404
11,024
Change in unrecognised deferred tax assets
196,829
26,020
Effect of change in corporation tax rate
(9,962)
(738)
Other differences
1,090
323
Fixed asset differences
925
(960)
Taxation charge
28,482
22,959

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change has had a consequential effect on the group's tax charge with the standard rate of tax in the current year reflective of a marginal tax rate arising from the group's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.

10
Tangible fixed assets
Group
Computers
£
Cost
At 1 January 2023 and 31 December 2023
2,520
Depreciation and impairment
At 1 January 2023 and 31 December 2023
2,520
Carrying amount
At 31 December 2023
-
0
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
21,141,538
21,141,538
Investments in joint ventures
13
-
0
-
0
-
0
-
0
-
0
-
0
21,141,538
21,141,538
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
21,141,538
Carrying amount
At 31 December 2023
21,141,538
At 31 December 2022
21,141,538
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Winchburgh Developments Limited
See below
Provision of serviced land for development
Ordinary
100.00
-
Winchburgh Retail Limited
See below
Dormant holding company
Ordinary
-
100.00
Regenco (Niddry Castle) Limited
See below
Dormant
Ordinary
-
100.00
Chapelcross Limited
See below
Dormant
Ordinary
-
100.00
John Cadzow (Glendevon) Limited
See below
Farming
Ordinary
-
100.00
John Cadzow (Auldcathie) Limited
See below
Dormant
Ordinary
-
100.00
Winchburgh (Town Centre) Limited
See below
Dormant
Ordinary
-
100.00
Pacific Shelf 1773 Limited
See below
Dormant
Ordinary
-
100.00

The registered office of all of the company's subsidiaries is 1a Canal View, Winchburgh, Broxburn, West Lothian, EH52 6FE.

 

John Cadzow (Glendevon) Limited has taken exemption from the requirement to have its individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
13
Joint ventures

Details of joint ventures at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Indirect
Winchburgh Motorway Junction Limited
See below
Holding title for land development
Ordinary
-
50.00

The registered office of Winchburgh Motorway Junction Limited is 1a Canal View, Winchburgh, Broxburn, West Lothian, EH52 6FE.

 

The company's net assets at the reporting date are £2 (2022: £2) with the company having had no active trade since incorporation. As a result, no post acquisition results have been equity accounted for in these financial statements.

 

14
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Land and development work in progress
105,469,425
77,375,864
-
-
Farming stocks
190,127
27,998
-
0
-
0
105,659,552
77,403,862
-
-

The group has provided an environmental indemnity over certain development land held at the reporting date.

 

At the reporting date the group had entered into contractual commitments in respect of infrastructure works totalling £96m (2022: £89.3m).

15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,182,520
214,958
-
0
-
0
Amounts owed by group undertakings
-
-
53,500,204
44,600,204
Other debtors
588,713
2,168,793
-
0
-
0
Prepayments and accrued income
14,418
1,259,517
-
0
-
0
1,785,651
3,643,268
53,500,204
44,600,204
Amounts falling due after more than one year:
Deferred tax asset (note 19)
1,278,903
1,307,385
-
0
-
0
Total debtors
3,064,554
4,950,653
53,500,204
44,600,204
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
2,847,696
5,995,179
-
0
-
0
Other creditors
618,184
728,483
-
0
-
0
Accruals and deferred income
214,385
66,986
-
0
-
0
3,680,265
6,790,648
-
0
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
18
74,345,932
55,577,129
47,480,562
38,335,902

Other borrowings include £26,865,370 (2022: £33,507,499) which is expected to fall due between 2027 and 2028 and is payable by instalments.

 

Details of security in respect of other borrowings is outlined at note 18.

18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Loans from joint venture shareholders
47,480,562
38,335,902
47,480,562
38,335,902
Other loans
26,865,370
17,241,227
-
0
-
0
74,345,932
55,577,129
47,480,562
38,335,902
Payable after one year
74,345,932
55,577,129
47,480,562
38,335,902

Loans from joint venture shareholders relate to loan notes issued by the company. The loan notes are secured by debenture and floating charges and the timing of repayment is linked to performance and progression of the group's development masterplan. At the reporting date, the group anticipates these borrowings to fall due for repayment in tranches between 2026 to 2028. The loans are interest free and have been accounted for at amortised cost, discounted where appropriate using a market rate of interest.

 

Other loans include £26,865,370 (2022: £17,241,227) provided to a subsidiary undertaking by West Lothian Council under the Housing Infrastructure Fund (Loan) Scheme. The loan is subject to standard security over land held within the group and attracts interest of 4.2% per annum. Repayment of capital is linked to housing occupancy levels which trigger the requirement for capital repayments and amounts outstanding at the reporting date are expected to fall due in 2027 and 2028 and represent the total of such debt outlined at note 17.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2023
2022
Group
£
£
Tax losses
1,278,903
1,307,385
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(1,307,385)
-
Charge to profit or loss
28,482
-
Asset at 31 December 2023
(1,278,903)
-

The group had estimated tax losses of £65.6m (2022: £65.5m) available for offset against future trading profits at the reporting date.

20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
66,676
61,170

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
104
104
104
104
B Ordinary shares of £1 each
104
104
104
104
208
208
208
208

The company's A Ordinary and B Ordinary shares rank pari passu in all respects.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
22
Reserves
Profit and loss reserves

Profit and loss reserves represent total comprehensive income for the year and prior periods less dividends paid.

 

Merger reserve

The merger reserve relates to the excess fair value associated with the acquisition of subsidiaries acquired through the issues of shares and in application of merger relief.

 

Other reserves

Other reserves relate to the discounting of loans provided to the company or group at a rate of interest below the prevailing market rate. A balance is created in other reserves on initial discounting of the loans to their present value and is subsequently unwound through to maturity in applying a notional effective interest charge.

23
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
198,013
180,031
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
2023
2022
£
£
Group
Entities with control, joint control or significant influence over the group
-
3,277,345
Recharge of staff costs
Loan notes advanced
2023
2022
2023
2022
£
£
£
£
Group
Entities with control, joint control or significant influence over the company
137,577
83,920
8,900,000
20,000,000
Company
Entities with control, joint control or significant influence over the company
-
-
8,900,000
20,000,000
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Related party transactions
(Continued)
- 30 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Entities with control, joint control or significant influence over the group
47,480,562
38,335,902
Company
Entities with control, joint control or significant influence over the company
47,480,562
38,335,902
Other information

The group has taken advantage of the disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned entity of the group.

24
Controlling party

There is no ultimate controlling party.

25
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(1,290,402)
(89,854)
Adjustments for:
Taxation charged
28,482
22,959
Finance costs
2,578,801
1,950,205
Movements in working capital:
Increase in stocks
(28,255,690)
(4,405,696)
Decrease/(increase) in debtors
1,857,617
(1,494,615)
(Decrease)/increase in creditors
(3,110,383)
1,092,401
Cash absorbed by operations
(28,191,575)
(2,924,600)
26
Analysis of changes in net debt - group
1 January 2023
Cash flows
Other non-cash changes
31 December 2023
£
£
£
£
Cash at bank and in hand
12,696,851
(10,708,513)
-
1,988,338
Borrowings excluding overdrafts
(55,577,129)
(18,524,143)
(244,660)
(74,345,932)
(42,880,278)
(29,232,656)
(244,660)
(72,357,594)
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