Company registration number 00714373 (England and Wales)
WESTOVER HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
WESTOVER HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mrs C G Turner
Mr M Kay
Mr K J Martin
Mrs J C Wood
Mr P C Wood
Company number
00714373
Registered office
382 Charminster Road
Bournemouth
Dorset
BH8 9SA
Auditor
CK Audit
No 4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
Business address
382 Charminster Road
Bournemouth
Dorset
BH8 9SA
WESTOVER HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10 - 11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
WESTOVER HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Review of the business
We aim to present a balanced and comprehensive review of the development and performance of the business during the year and it's position at the year end. Our review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties faced.
The principal activity of the company remains as a property investment company. It's trading subsidiary, Bransford Lodge Limited operates a hotel, SPA and golf club.
Principal risks and uncertainties
The business environment in which the company's tenants operate continues to be challenging and the directors are monitoring their progress.
With the risks and uncertainties in mind, we are aware that any plans for future development of the business may be subject to unforeseen future events outside of our control.
Development and performance
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company, these being turnover and operating profit.
The directors are satisfied with the results which are in line with expectations.
Turnover for the 12-month period 31 March 2024 from rental income was £3.1m (2023 £3.0m) as shown in note 3 to the accounts.
Administration expenses were £689K in 2024 a slight increase compared to 2023.
Operating profit for the year was £2.4m and represented a return on total income of 78% (2023 76%).
No dividends were paid in the period resulting in £1.561m being retained and added to shareholders' funds which stood at £40.9m (2022 £39.3m).
We have considered the market value of the investment properties and have reflected the fair value in the balance sheet. The valuation considers market conditions, current interest rates, economic conditions, the covenant of the tenants and the trades in which the tenants operate.
Other information and explanations
Financial instruments and financial risk management
The company's principal financial instruments comprise bank balances, trade debtors, group and directors loans. The main purpose of these instruments is to raise funds for the company's operations and to finance the group's operations.
Trade debtors are managed in respect of credit and cash flow by policies concerning the credit offered to customers and the regular monitoring of amounts for both time and credit limits. Trade creditors liquidated risk is managed by ensuring sufficient funds are available to meet amounts due.
WESTOVER HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Mr P C Wood
Director
5 November 2024
WESTOVER HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company continued to be that of a property holding company.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mrs C G Turner
Mr M Kay
Mr K J Martin
Mrs J C Wood
Mr P C Wood
Auditor
The auditor, CK Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
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 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
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 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.
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 company’s auditor 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 company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
WESTOVER HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
On behalf of the board
Mr P C Wood
Director
5 November 2024
WESTOVER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTOVER HOLDINGS LIMITED
- 5 -
Qualified opinion on financial statements
We have audited the financial statements of Westover Holdings Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its profit 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.
Basis for qualified opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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.
An external valuation on investment properties has not been obtained as the directors do not feel that this provides value for money nor have we been able to obtain other external evidence to support the valuation. We therefore cannot determine whether the value of investment properties in the financial statements is materially misstated.
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 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 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.
WESTOVER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTOVER HOLDINGS LIMITED (CONTINUED)
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In respect solely of the limitation on our work relating to investment properties, described above:
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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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 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's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identified and assessed the risks of material misstatement of the financial statements, in respect of irregularities whether due to fraud or error, or non compliance with laws and regulations and then designed and performed audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
WESTOVER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTOVER HOLDINGS LIMITED (CONTINUED)
- 7 -
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company by discussion and enquiry with the directors and management team and our general knowledge and experience of the investment property market.
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, employment, and health and safety legislation;
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence with relevant regulators.
Audit response to risks identified
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed included but were not limited to:
Discussions with directors and management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
Confirming our understanding of controls by performing a walk through test or observation and enquiry;
Performing analytical procedures to identify any unusual or unexpected relationships;
Challenging assumptions and judgements made by management in accounting for the valuation of investment property;
Identifying and testing journal entries;
Reviewing unusual or unexpected transactions; and
Agreeing the financial statement disclosures to underlying supporting documentation.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Mark Nicholls
Senior Statutory Auditor
For and on behalf of CK Audit
5 November 2024
Chartered Accountants
Statutory Auditor
No 4 Castle Court 2
Castlegate Way
Dudley
West Midlands
WESTOVER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTOVER HOLDINGS LIMITED (CONTINUED)
- 8 -
DY1 4RH
WESTOVER HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
3,085,659
3,185,050
Cost of sales
(103,393)
Gross profit
3,085,659
3,081,657
Administrative expenses
(689,027)
(664,568)
Operating profit
4
2,396,632
2,417,089
Other interest receivable and similar income
8
25,199
Interest payable and similar expenses
9
(12,600)
Amounts written off investments
10
(290,089)
(161,688)
Fair value gains and losses on investment properties
14
569,743
Profit before taxation
2,119,142
2,825,144
Tax on profit
11
(602,483)
(780,232)
Profit for the financial year
1,516,659
2,044,912
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 13 to 25 form part of these financial statements.
WESTOVER HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
3,121,622
3,128,188
Investment property
14
38,124,206
38,124,207
Investments
15
1,301,031
1,591,120
42,546,859
42,843,515
Current assets
Debtors
17
874,286
823,278
Cash at bank and in hand
1,686,127
2,867,909
2,560,413
3,691,187
Creditors: amounts falling due within one year
18
(1,747,353)
(3,891,506)
Net current assets/(liabilities)
813,060
(200,319)
Total assets less current liabilities
43,359,919
42,643,196
Creditors: amounts falling due after more than one year
19
(1,215,677)
(2,060,080)
Provisions for liabilities
Deferred tax liability
20
1,300,573
1,256,106
(1,300,573)
(1,256,106)
Net assets
40,843,669
39,327,010
Capital and reserves
Called up share capital
22
111,812
111,812
Share premium account
428,614
428,614
Capital redemption reserve
140,431
140,431
Non-distributable profits reserve
23
2,006,212
2,006,212
Distributable profit and loss reserves
38,156,600
36,639,941
Total equity
40,843,669
39,327,010
The notes on pages 13 to 25 form part of these financial statements.
WESTOVER HOLDINGS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2024
31 March 2024
- 11 -
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 5 November 2024 and are signed on its behalf by:
Mr P C Wood
Director
Company registration number 00714373 (England and Wales)
WESTOVER HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Non-distri-butable profits
Profit and loss reserves
Total
£
£
£
£
£
£
Balance at 1 April 2022
111,812
428,614
140,431
1,514,603
35,086,638
37,282,098
Year ended 31 March 2023:
Profit and total comprehensive income
-
-
-
491,609
1,553,303
2,044,912
Balance at 31 March 2023
111,812
428,614
140,431
2,006,212
36,639,941
39,327,010
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
-
1,516,659
1,516,659
Balance at 31 March 2024
111,812
428,614
140,431
2,006,212
38,156,600
40,843,669
The notes on pages 13 to 25 form part of these financial statements.
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
1
Accounting policies
Company information
Westover Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 382 Charminster Road, Bournemouth, Dorset, BH8 9SA.
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, modified to include investment properties and at fair value. The principal accounting policies adopted are set out below.
This 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:
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Westover Holdings Limited is a wholly owned subsidiary of Woodend & Flyford Holdings Limited and the results of Westover Holdings Limited are included in the consolidated financial statements of Woodend & Flyford Holdings Limited which are available from 382 Charminster Road, Bournemouth, Dorset, BH8 9SA.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for rental income and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
not provided
Fixtures and fittings
33% on cost
Computers
33% on cost
Motor vehicles
25% on cost
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The directors consider that in most cases the freehold properties are maintained in such a state of repair that their residual value is at least equal to their net book value. As a result, the corresponding depreciation would not be material and therefore is not charged to the profit and loss account.
1.5
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.9
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.
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 profit or loss.
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 company 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 company after deducting all of its liabilities.
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
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 company’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.
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Investment properties recognised at fair value
The Directors assess the fair value of investment property each year and where they consider there to be a material change a fair value gain or loss is recognised in the profit and loss account.
Fixed asset depreciation
Depreciation is calculated based on the estimate of the useful economic life of each category of fixed asset, taking in to account any estimated residual value where necessary. The depreciation rates applied are stated in the fixed asset depreciation note below. In respect of freehold property which is recognised at historic cost, the directors are of the opinion that there is no loss of value and therefore no need to depreciate. No depreciation is therefore charged on the company's freehold property.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Rental income
3,085,659
3,045,571
Development services
-
139,479
3,085,659
3,185,050
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 18 -
2024
2023
£
£
Other revenue
Interest income
25,199
-
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Depreciation of owned tangible fixed assets
11,516
12,280
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
500
7,500
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
10
10
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
350,963
344,317
Social security costs
58,437
38,859
Pension costs
28,392
4,737
437,792
387,913
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
191,465
187,890
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
25,199
Disclosed on the profit and loss account as follows:
Other interest receivable and similar income
25,199
-
9
Interest payable and similar expenses
2024
2023
£
£
Other interest
12,600
10
Amounts written off investments
2024
2023
£
£
Impairment on fixed asset investments
(290,089)
(161,688)
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
453,769
366,653
Group tax relief
104,247
54,710
Total current tax
558,016
421,363
Deferred tax
Origination and reversal of timing differences
44,467
57,403
Changes in tax rates
301,466
Total deferred tax
44,467
358,869
Total tax charge
602,483
780,232
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Taxation
(Continued)
- 20 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
2,119,142
2,825,144
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
529,786
536,777
Tax effect of income not taxable in determining taxable profit
(86,881)
Effect of change in corporation tax rate
301,466
Effect of revaluations of investments
72,523
30,721
Other permanent differences
174
(1,851)
Taxation charge for the year
602,483
780,232
12
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Fixed asset investments
15
290,089
161,688
Recognised in:
Amounts written off investments
290,089
161,688
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
13
Tangible fixed assets
Freehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2023
3,106,491
13,943
41,491
3,161,925
Additions
4,950
4,950
At 31 March 2024
3,106,491
4,950
13,943
41,491
3,166,875
Depreciation and impairment
At 1 April 2023
5,534
28,203
33,737
Depreciation charged in the year
330
1,302
9,884
11,516
At 31 March 2024
330
6,836
38,087
45,253
Carrying amount
At 31 March 2024
3,106,491
4,620
7,107
3,404
3,121,622
At 31 March 2023
3,106,491
8,409
13,288
3,128,188
14
Investment property
2024
£
Fair value
At 1 April 2023 and 31 March 2024
38,124,206
15
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
16
1,301,031
1,591,120
The investment in trading subsidiary, Bransford Lodge Limited, has a total cost value of £4,200,000 but is subject to an impairment provision of £3,925,089, resulting in a carrying value of £274,911 at 31 March 2024.
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Fixed asset investments
(Continued)
- 22 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 & 31 March 2024
1,591,120
Impairment
At 1 April 2023
-
Impairment losses
290,089
At 31 March 2024
290,089
Carrying amount
At 31 March 2024
1,301,031
At 31 March 2023
1,591,120
16
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Bransford Lodge Limited
England and Wales
Hotel and golf club
Ordinary
100.00
GG06125 Limited
England and Wales
Dormant
Ordinary
100.00
GG06126 Limited
England and Wales
Dormant
Ordinary
100.00
GG06127 Limited
England and Wales
Dormant
Ordinary
100.00
Otton Borthers Limited
England and Wales
Dormant
Ordinary
100.00
17
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
290,234
296,351
Other debtors
523,428
440,905
Prepayments and accrued income
60,624
63,522
874,286
800,778
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
17
Debtors
(Continued)
- 23 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
22,500
Total debtors
874,286
823,278
18
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
58,342
57,843
Corporation tax
174,618
190,849
Other taxation and social security
184,706
161,885
Other creditors
914,705
3,095,166
Accruals and deferred income
414,982
385,763
1,747,353
3,891,506
19
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
1,203,077
1,498,830
Other creditors
12,600
561,250
1,215,677
2,060,080
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
1,064,054
1,019,587
Investment property
236,519
236,519
1,300,573
1,256,106
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
20
Deferred taxation
(Continued)
- 24 -
2024
Movements in the year:
£
Liability at 1 April 2023
1,256,106
Charge to profit or loss
44,467
Liability at 31 March 2024
1,300,573
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
28,392
4,737
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each of £1 each
111,812
111,812
111,812
111,812
23
Non-distributable profits reserve
2024
2023
£
£
At the beginning of the year
2,006,212
1,514,603
Non distributable profits in the year
-
491,609
At the end of the year
2,006,212
2,006,212
24
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
The property transactions with related parties have been undertaken at market value.
2024
2023
Amounts due to related parties
£
£
Subsidiary companies
1,203,077
1,498,830
Key management personnel
893,998
3,600,521
WESTOVER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
24
Related party transactions
(Continued)
- 25 -
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due from related parties
£
£
Other related parties
329,013
329,013
25
Ultimate controlling party
The controlling party is Woodend & Flyford Holdings Limited.
Woodend & Flyford Holdings Limited is the parent of the largest and smallest group within which consolidated financial statements are prepared.
There is no single ultimate controlling party.
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