Registered number: 01031651
Pentland Homes Limited
Annual report and financial statements
For the year ended 31 January 2024
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Pentland Homes Limited
Company Information
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D Smith (appointed 1 November 2023)
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Canterbury Road, Etchinghill
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Chartered Accountants & Statutory Auditor
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Pentland Homes Limited
Contents
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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Pentland Homes Limited
Strategic report
For the year ended 31 January 2024
The directors present their strategic report for the year ended 31 January 2024.
The main activity of the business was the building of new housing in the Southeast of England.
Pentland Homes have traditionally had a large presence in East Kent, and this will continue to be a key area for the business. The new management teams have plans to further expand the business westwards into the wider Kent Market.
Planning delays have had the biggest impact on the results of the business with under resourced local authorities and continuing government tinkering failing to resolve the fundamental shortage of new homes in the country.
The new management team took the decision to standardise the product range and replan 3 consented sites. These consents took far longer than anticipated and site starts were considerably delayed as a result.
The replanned sites have now commenced and should see the business returning to profit in the new financial year with a significant upturn in profitability forecast in the following year.
In addition to planning delays, the weakening of the housing market has also contributed to these losses with slower sales rates and some reductions in prices impacting on margins.
The replanned sites have commenced and will see the business return to profitability in the financial year ended 31st January 2025 with a significant upturn in profitabilty in the year ended 31st January 2026.
There are improvements being seen in the housing market, inflation is heading in the right direction and the expectations of a summer 2024 reduction in interest rate remains.
We have commenced construction on 3 new developments (89 units) in the year with plans to start a further 3 in the second half of 2024 (252 units). These will give a sound base to increase turnover and improve profitability.
Borrowings have remained at £12m in the year but costs have increased with the rise in interest rates. The interest rate cap of £10m has mitigated some of this rise.
Our land bank with associated companies totals 2,956 units. This is an Increase of 206 units in the year.
The Directors are positive about the future growth of the business. There are improvements being seen in the housing market as inflation is getting under control along with the expectation that interest rates will start to fall later in 2024.
Page 1
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Pentland Homes Limited
Strategic report (continued)
For the year ended 31 January 2024
Key Financial Performance Indicators
Retention and development of staff is extremely important to the business. We have completed a development programme for our middle management team.
Principal risks and uncertainties
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There are signs of improvement in the economy that should see the demand for housing improving in the next year. The biggest impact on the company’s results was the lack of supply brought on by planning delays. The commencement of the new sites will reduce this risk and improve the profitability of the business.
The company builds good quality housing that remains in short supply in the Southeast and we are confident that there will remain a demand for this. There are currently 4 sites in build with 3 new sites due to commence in the next year. The new sites benefit from outline planning permissions but are awaiting reserved matters approvals.
At the time of writing the company had drawn £14m under its £25m Revolving Credit Facility (RCF) with Lloyds Bank. In June 2022 the directors took the decision to enter into an interest rate cap for £10m at a SONIA rate of 4%. This cap has been utilised and mitigated some of the interest rate rises.
The company is well funded with a strong balance sheet with shareholder funds at £26m and a market leading RCF (Revolving Credit Facility) from Lloyds Bank. This leaves it in a strong capital position to deal with any downturn in the market and sufficient capital to pursue new land opportunities.
Directors' statement of compliance with duty to promote the success of the Company
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Directors have acted and continue to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) the likely consequences of any decision in the long term,
b) the interests of the company's employees,
c) the need to foster the company's business relationships with suppliers, customers and others,
d) the impact of the company's operations on the community and the environment,
e) the desirability of the company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the company.
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Pentland Homes Limited
Strategic report (continued)
For the year ended 31 January 2024
In doing so, the directors have encouraged good relationships with all of its stakeholders, and in particular:
∙with local communities during the planning stages of new developments, holding meetings to encourage contributions from local authorities, parish councils and the public;
∙with local charities both directly and through the associated charitable foundation, to contribute to their valuable work;
∙with contractors on sites to ensure that the works have as little impact on local residents as practicable, with favourable responses both from the residents and the Considerate Contractors Scheme inspectors. Quarterly newsletters and information boards are provided for the larger sites;
∙with the local environment, maintaining "exceptional environmental policies, procedures and ecology measures" during pre-commencement, development and after the sites have been occupied, through the various site management companies;
∙with customers, as the company strives for excellence during the purchase process, at the time of occupation and afterwards through its customer care relationships.
The company is very aware of the valued contribution made by all of its staff and its contractors, and the directors ensure the highest levels of management commitment to encourage health, safety, skill and enthusiasm throughout the workforce.
This report was approved by the board and signed on its behalf.
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Pentland Homes Limited
Directors' report
For the year ended 31 January 2024
The directors present their report and the financial statements for the year ended 31 January 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the company in the year under review was that of the development and sale of residential property.
The loss for the year, after taxation, amounted to £2,626,414 (2023 - profit £756,569).
A dividend of £NIL was recommended by the directors in the year (2023: £NIL).
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Pentland Homes Limited
Directors' report (continued)
For the year ended 31 January 2024
The directors who served during the year were:
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D Smith (appointed 1 November 2023)
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The company made no political donations in the period.
The company has built up a land bank that will provide an increasing number of house sales in the future. Planning permission has been achieved for many existing owned sites, but the directors will consider purchasing new parcels of land for prompt development.
The company has the benefit of an interest rate cap contract to protect against significant interest rate increases.
Research and development activities
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The company continues to investigate alternative methods of construction, for improved build quality and efficiency of construction processes.
The activities of the company and the factors that are likely to affect its future development, financial position and risk management objectives are described in the Strategic Report.
The company has considerable financial resources and access to further funding, and the directors consider that the company is in a strong position to manage its business risks and to take advantage of the market conditions in the house building industry. Consequently they continue to adopt the going concern basis in preparing the annual report and accounts.
The directors have reviewed the company's business and consider that there are no liabilities that have not been shown in the balance sheet.
Engagement with suppliers, customers and others
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Engagement with suppliers, customers and other other stakeholders is explained in the strategic report.
Greenhouse gas emissions, energy consumption and energy efficiency action
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Disclosures regarding the company's Energy and Carbon reporting are included in the group financial statements of parent company Pentland Homes (Holdings) Limited.
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Pentland Homes Limited
Directors' report (continued)
For the year ended 31 January 2024
Matters covered in the Strategic report
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Items required under Sch. 7 to be disclosed in the directors' report are set out in the strategic report in accordance with s.414C(11) CA 2006.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Under section 487(2) of the Companies Act 2006, Kreston Reeves LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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Pentland Homes Limited
Independent auditors' report to the members of Pentland Homes Limited
We have audited the financial statements of Pentland Homes Limited (the 'Company') for the year ended 31 January 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:
∙give a true and fair view of the state of the Company's affairs as at 31 January 2024 and of its loss for the year then ended;
∙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.
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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Pentland Homes Limited
Independent auditors' report to the members of Pentland Homes Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
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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 financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 4, 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 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.
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Pentland Homes Limited
Independent auditors' report to the members of Pentland Homes Limited (continued)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental areas of the financial statements such as the valuation of work in progress. Audit procedures performed by the company engagement team included:
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud; and
∙Assessment of identified fraud risk factors; and
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
∙Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities; and
∙Review of internal controls and physical inspection of tangible assets susceptible to fraud or irregularity; and
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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Pentland Homes Limited
Independent auditors' report to the members of Pentland Homes Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 Auditors' 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.
Mark Attwood FCCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Canterbury
12 July 2024
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Pentland Homes Limited
Statement of comprehensive income
For the year ended 31 January 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 14 to 31 form part of these financial statements.
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Pentland Homes Limited
Registered number: 01031651
Balance sheet
As at 31 January 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 31 form part of these financial statements.
Page 12
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Pentland Homes Limited
Statement of changes in equity
For the year ended 31 January 2024
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The notes on pages 14 to 31 form part of these financial statements.
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Page 13
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
Pentland Homes Limited is a private company limited by shares, incorporated in England and Wales with registration number 01031651. The address of its registered office is The Estate Office, Canterbury Road, Etchinghill, Folkestone, Kent, CT18 8FA.
The principal activity of the company in the year under review was that of the development and sale of residential property.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are presented in pounds sterling and are rounded to the nearest pound.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Pentland Homes (Holdings) Limited as at 31 January 2024 and these financial statements may be obtained from Companies House.
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
2.Accounting policies (continued)
The activities of the company and the factors that are likely to affect its future development, financial position and risk management objectives are described in the Strategic Report.
The company has considerable financial resources and access to further funding, and the directors consider that the company is in a strong position to manage its business risks and to take advantage of the continuing market conditions in the house-building industry. Consequently, they continue to adapt the going concern basis in preparing the annual report and accounts.
The directors have reviewed the company's business and consider that there are no liabilities or significant events that have not been included and disclosed in the accounts.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Sale of residential units
In respect of sales and residential units, a contract is established through a formal purchase process that involves the exchange of contract via solicitors. Revenue from the sale of residential units is recognised at a point in time on legal completion where the Company has transferred to the buyer the control of the units.
Contract revenue
The Company acts as a main contractor on certain building projects, primarily on behalf of the housing associations where the Company must provide social housing units as part of its obligations under the planning consent or has sold the land to the housing association and entered into a construction contract to provide the completed units.
Revenue on construction contracts is recognised over time as the performance obligations are satisfied. The output method is used to measure the progress of the Company's performance over the duration of the contract. This is done through valuation surveys conducted by the Company and by the customer respectively who then agree the value of work completed The agreed valuation is used to determine the revenue to be recognised for the period. Where the outcome of a contract on which revenue is recognised over time cannot be estimated reliably, revenue is recognised to the extent of contract costs incurred.
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Cost includes the purchase of sites, the cost of infrastructure and construction works, and legal and professional fees incurred during development prior to sale. Net realisable value is estimated based upon the future expected selling price, less estimated costs of completion and estimated costs to sell.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Page 17
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Page 18
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Page 19
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key sources of estimation uncertainty
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:
i) Valuation of inventories
The company values inventories at the lower of cost and net realisable value. The net realisable value is based on the judgement of the probability that planning consent will be granted for each site. The company believes that based on directors' experience, planning consent will be given. If planning consent was not achieved than a provision may be required against inventories.
In applying the company's accounting policy for the valuation of inventories the directors are required to assess the expected selling price and costs to sell each of the plots or units that constitute the company's work in progress. Cost includes the cost of acquisition of sites, the cost of infrastructure and construction works, and legal and professional fees incurred during development prior to sale. Estimation of selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the market value of land.
Whilst the directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates will, in all likelihood, differ from actual selling prices achieved in future periods and these differences may, in certain circumstances, be very significant. The critical judgement in respect of receipt of planning consent further increases the level of estimation uncertainty.
ii) Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets.
Page 20
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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An analysis of turnover by class of business is as follows:
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Property development and sale
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The operating (loss)/profit is stated after charging:
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Other operating lease rentals
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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Page 21
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Administration and support
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 5 directors (2023 - 8) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £941,446 (2023 - £397,204).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,557 (2023 - £110).
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Other interest receivable
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Page 22
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Interest payable and similar expenses
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Other loan interest payable
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Page 23
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Short-term timing difference leading to an increase (decrease) in taxation
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Unrelieved tax losses carried forward
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 24
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Charge for the year on owned assets
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Page 25
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Long-term leasehold property
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Charge for the year on owned assets
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Page 26
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Amounts owed by companies under common control
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to companies under common control
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Other taxation and social security
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Accruals and deferred income
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Page 27
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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The company's bank, Lloyds Bank PLC, has legal charges over portions of land owned by the company as listed below:
i) A fixed charge and negative pledge dated 25 July 2016 over properties of the company.
ii) A fixed and floating charge covering all property or undertaking of Pentland Homes Limited dated 2 August 2016. The charge contains a negative pledge.
iii) A floating charge and negative pledge over land adjoining to New Street Farm, Great Chart, Ashford registered at the Land Registry under title number TT42532 was created on 23 August 2016.
iv) A fixed and floating charge on land lying to the North of Canterbury Road, Lydden, Dover. The charge was created on 26/11/2018. The charge contains a negative pledge.
v) A fixed and floating charge on land on the North-West side of Elvington Lane, Hawkinge. The charge was created on 10/08/2022. The charge contains a negative pledge.
vi) A fixed and floating charge on land lying to the North-East of Canterbury Road, Etchinghill. The charge was created on 07/09/2022. The charge contains a negative pledge.
vii) A fixed and floating charge on land lying to the South East side of Cockered Lane, New Romney. The charge was created on 13/12/2022. The charge contains a negative pledge.
viii) A fixed and floating charge on land lying to the East side of Broad Street, Lyminge. The charge was created on 21/02/2023. The charge contains a negative pledge.
ix) A fixed and floating charge on land known as land at Brook, Ashford and land on the south side of Brook, Ashford. The charge was created on 20/09/2023. The charge contains a negative pledge.
Other charges:
Westerley Investments Limited have registered a legal charge on 14 May 2004 on freehold property Pound Farm, Kingsnorth, Ashford, Kent on all initial overage payments and further overage payments which may become due at any time within the Perpetuity Period.
G H Dean & Co Limited have registered a legal charge dated 11 May 2023 on freehold property at Grovehurst Road, Sittingbourne. The charge contains a negative pledge.
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Page 28
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Customer care and cost to complete provisions
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Charged to profit or loss
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Page 29
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Allotted, called up and fully paid
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15,664 (2023 - 15,664) Ordinary shares shares of £1.00 each
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Profit and loss account
The reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the scheme and amounted to £87,599 (2023: £50,793). Contributions totaling £20,992 (2023: £9,808) were payable to the scheme at the balance sheet date.
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Commitments under operating leases
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At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Transactions with directors
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Following balances were outstanding at the year end:
Loans payable to directors totalled £3k (2023: £3k). During the year the company paid interest of £Nil (2023: £Nil) on the loan.
Page 30
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Pentland Homes Limited
Notes to the financial statements
For the year ended 31 January 2024
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Related party transactions
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The company is exempt from disclosing related party transactions between companies that are wholly
owned within the group.
Transactions with associated companies:
1) Etchinghill Golf is owned by a charitable trust set up by the Tory Family Foundation, controlled by P N Tory and J N Tory who are Directors of the company. During the year following transactions occurred with the above businesses:
Etchinghill Golf charged costs of £26.2k (2023: £29k) to Pentland Homes Ltd. At the year end the company owed £1.2k (2023: £Nil) to Etchinghill Golf.
During the prior year the company purchased properties for £3.75m from Etchinghill Golf.
At the year end the Tory Family Foundation owed £1.6k (2023: £Nil) to Pentland Homes Ltd.
2) JN Tory is director of Pentland Homes Limited and also controls Cave Hotels (UK) Ltd and Boughton Golf. During the year following transactions occurred with above entities:
Costs of £46.8k (2023: £22k) recharged to Cave Hotels UK Ltd and costs of £74.5k (2023:£120k) were recharged by Cave Hotels (UK) Ltd.
At the year end Cave Hotels (UK) Ltd owed £49k (2023: £10k - owed to Cave Hotels) to the company.
3) P N Tory and J N Tory are both directors and shareholders of Pentland Properties Ltd and also
directors of Pentland Homes Ltd.
During the year the company provided £3.3m (2023: £22.587m) worth of goods and services to Pentland Properties Ltd. During the prior year a management charge of £340k was charged by Pentland Homes Ltd to Pentland Properties Ltd.
At the year end, the company was owed £91.6k from Pentland Properties Ltd (2023: £101k – owed by Pentland Properties).
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Pentland Homes (Holdings) Limited is the company's immediate and ultimate parent company. The company's accounts are consolidated into Pentland Homes (Holdings) Limited's group accounts. The consolidated accounts are available at parent company's registered office below:
The Estate Office, Canterbury Road, Etchinghill, Folkestone, Kent, CT18 8FA.
P N Tory and J N Tory are the ultimate controlling parties by virtue of their majority shareholding in the parent company.
Page 31
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