This strategic report has been prepared for the Group as a whole and, therefore, places greater emphasis on matters significant to Wilson Properties (London) Ltd (the “Company”) and its subsidiary undertakings (the “Group”) for the year ended 31 December 2023.
We encountered variable demands in the residential housing market during the pre and post-Brexit periods. However, the group still largely achieved its sales programme. We remain conscious of buying new sites and stay focused on completing and delivering on our existing development contracts with Housing Associations and other parties.
The directors continue to monitor potential risks arising from ongoing political developments and mitigate the risks through effective cashflow management where possible.
The Group continues to operate in the areas of property development and trading. It is growing through property acquisitions and developmental projects with the help of external funding.
The results of the Group for the year are set out on page 13. The financial position for the year is shown on page 14 for the Group and on page 15 for the Company.
The principal risks that the Group is facing are sales related but these have substantially reduced over the period of time due to strong performance by securing forward exchange sale contracts.
At 31 December 2023, the group had stock of circa £109.3m (2022: £84.1m). During the year, the group achieved gross profit margin of 19.7% (2022: 25.8%).
The Group has a highly specialised land team with extensive local knowledge and strong relationships with landowners. This, combined with detailed research into local market conditions means the Group is able to secure land, which can drive higher returns for our business. We target market where we can provide housing the local communities desperately need, with good access to transport and local amenities. This ensures strong customer demand for our development going forward. Our land buying also reflects Government policy towards affordable housing and first-time buyers.
The Group performance is regularly assessed by the Board through a budgeting system in place whereby the Group actual performance is measured against the budget in relation to both financial and non-financial, on monthly basis.
The Group continues to develop existing sites to achieve ongoing sales in addition to identifying and acquiring sites suitable for development to improve its financial position.
Housebuilding
The business performed well throughout the financial year and delivered against both its financial and operational targets and aims to achieve the financial growth while market conditions remain supportive, with attractive mortgage financing and the support of Help to Buy driving strong consumer demand.
Overall, selling prices and rates of sale continued to increase in London and Eastern region of UK.
The directors are aware of the inherent risks within the house building industry and the current fragile nature of the market because of the political uncertainty and COVID-19. The directors are monitoring and managing these risks through a smart strategy on land purchases and strict cash flow management.
Liquidity risk
Liquidity risk reflects the difficulty that the Group could encounter in raising funds to meet the commitments associated with its financial instruments. The current ratio is 3.85 (2022: 5.40) which shows the Group has sufficient assets to cover its current liabilities.
Going concern
The COVID-19 pandemic and the ensuing economic shutdown has not had a significant impact on the company's operations. The directors have performed a robust analysis of forecast future cash flows considering the potential impact on the business of possible future scenarios arising from the impact of political uncertainty and increase in Bank of England base rate. This analysis also considers the effectiveness of available measures to assist in
mitigating the impact.
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the accounts.
The directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook and has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
Currency risk
The Group is not exposed to currency risk because it does not trade in currencies other than pound sterling.
Interest rate risk
Interest rate risk exists where interest rates on assets and liabilities are set on different bases or reset at different times. The Group minimises its exposure to interest rate risk by ensuring that the interest rate characteristics of its assets and liabilities are similar.
Financial risk management
The Group has a policy to seek borrowings around sixty percent of the value of property and fulfil its current liabilities by paying interest and trade creditors within the agreed time and credit period. The Group has a history to maintain buffer cash to meet its current liabilities which principally satisfied any immediate working capital requirements for the Group.
Directors' statement of compliance with duty to promote the success of the Group
The Group performance is regularly assessed by the Board and in order to evaluate its performance. The directors have a budgeting system in place whereby actual performance is measured against budget, both financial and non-financial, on monthly basis
The key performance indicators (KPIs) used to develop an understanding of the development, performance and position of the Group are as follows:
|
|
| 2023 |
| 2022 |
|
|
|
|
|
|
Completions (plots) | 46 |
| 54 | ||
Revenue (£) |
| 28,985,110 |
| 45,465,299 | |
Gross margin (%) |
| 19.70% |
| 25.80% | |
Profit from operations | 3,838,200 |
| 11,713,066 | ||
Operating margin (%) | 13.24% |
| 23.56% | ||
Profit before tax |
| 2,143,568 |
| 7,299,348 | |
Current Ratio |
| 3.85 |
| 4.65 | |
Debt to Equity ratio |
| 1.76 |
| 1.42 | |
|
|
|
|
|
No significant changes are expected to the operations of the Group in the period ahead.
The Board of Directors, having regard to the stakeholders and matters set out in s172(1), act in a 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 to a range of matters when making long term decisions.
Shareholders
Our primary duty is to promote the company's long-term success for our shareholders' benefit. To build a home successfully you must care about the details. From the design, materials and the craftsmen used; every aspect has to be carefully considered. Over the years, the company has used that same attention to detail to help us grow our business. From beautiful restorations of large country homes to the creation of over a thousand new apartments and houses, we have approached every project with that same guiding principle, focusing on the details, building a better future one home at a time.
Employees
We are committed to providing a safe and healthy working environment for all staff and contractors, whether on site or in the office. Our employees are a vital part of our success, and the directors are committed to creating a work environment that promotes growth, safety, and engagement. Considerations regarding employees include:
Employee welfare and health: The construction industry has seen significant changes regarding safety over the past few years, in particular concerning fire safety. The company is at the forefront of adapting to better practices to ensure a safe working environment for all. We have a dedicated health and safety team who are constantly reviewing practices and providing continual professional training for our workforce. We operate an ‘open door policy’ encouraging anyone with concerns to come forward and discuss them with colleagues.
Inclusive workplace culture: We foster a diverse and inclusive environment where all employees are treated with respect and have equal growth opportunities.
Customers
Our commitment to the customer experience is of paramount importance, from the moment of reservation to the day when keys are handed to the new owner. Prior to completion, every new home is carefully inspected to ensure that it is ready for occupation. We are there to make sure our customers have all the information they need to start enjoying their new home from the moment they walk through front door.
Suppliers and Contractors
We aim to act in good faith in how we engage with our suppliers. Our suppliers and contractors are essential to delivering high-quality developments, and we maintain strong relationships based on trust, fairness, and ethical practices. The directors ensure that the following principles are upheld:
Fair procurement: We ensure transparency and fairness in our procurement processes, building long-term partnerships with reliable suppliers and contractors.
Sustainable practices: We work closely with suppliers to ensure sustainable sourcing of materials, reducing waste and environmental impact across the supply chain.
Timely and fair compensation: We ensure that contractors and suppliers are paid on time and are treated with respect, creating mutually beneficial relationships that support project success.
Local Communities and Environment
More than just somewhere to live, we design our developments to deliver a community destination, adding value to the areas we build in, whilst at the same time, offering our residents an aspirational lifestyle. We consider the surrounding neighbourhood and history of an area, identifying details that can be extracted and re-interpreted. Our approach is much more granular than other house builders and as a result every one of our developments is unique and built to last.
The company not only develops on clean open spaces, but also regenerates redundant, complicated and once contaminated sites. We pride ourselves on designing schemes to enable these brownfield sites to be cleaned and revitalised, creating valuable and much needed living spaces. We consider the impact of our operations on the community, environment and continue to endeavour for the improvements in the local area.
We care about the locations we develop, and sustainability is one of the key factors when deciding on a site. We aim to build our developments close to good public transport and local amenities. Using a blend of traditional and modern methods for building, our aim is always to be as sustainable as possible. We try to implement renewable technology where possible, such as air-source heat pumps and sustainable drainage systems, as well as introducing bio-diverse landscaping to help soften the impact on the environment.
Government and Regulators
Having a Quality Control Manager is essential for the group. Everything is considered, thoroughly tested and checked again in our pursuit to achieve a fault-free home. We see industry requirements and government regulations as the minimum. The actual handover of a property is something we take very seriously. It only happens when everything is ready for our customers to move in.
Standard of Workmanship and Customer Care
Whilst our vision includes further productivity over the next five years it is equally important to us to maintain the highest standards of workmanship and customer care. We pride ourselves on having a team of experienced in-house professionals covering every aspect of our business from Technical and Build through to Sales and Customer Care.
We are always looking to improve our business both in terms of sustainability and the introduction of new technologies that benefit the customer’s experience. We are proactively helping to achieve sustainable environments, introducing ecological improvements and exploring ways of integrating greener sources of heating and energy.
Wilson Properties (London) Limited continues to operate as an established property developer growing through property acquisitions and development projects. Our goal is to create environmentally sensitive and sustainable developments providing quality Affordable Housing, using best practice principles.
We target market where we can provide housing the local communities desperately need, with good access to transport and local amenities. This ensures strong customer demand for our development going forward. Our land buying also reflects Government policy towards affordable housing and first-time buyers.
We committed to design homes with planner’s industry bodies that focus on reducing carbon footprints, recycling, ecology, energy efficient appliances, pollution, health, and safety. We strive to protect, preserve, and enhance the natural site features and work closely with local environmental agencies, to protect natural habitat and local wildlife.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The results for the year are set out on page 13.
Ordinary dividends were paid amounting to £2,131,127.The directors do not recommend payment of a further dividend.
The profit for the year, after taxation and minority interest, amounted to £1,389,647 (2022: £3,842.053).
The current ratio is 3.85 (2022: 5.4), which shows the company has sufficient assets to cover its current liabilities.
The debt-to-equity ratio is 1.76 (2022: 1.42), which is lower than the real estate industry standard.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditors, Meer & Co Chartered Accountants, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
The below data includes business travel and energy consumption (kWh) and carbon emission (t CO2e).
The Company intensity ratio is 2.0 (2022: 3.0) which is calculated based on total gross emission in metric tonnes CO2e £m Turnover.
SECR data
The SECR period is the year ended 31 December 2023. The following data includes Scope 1, Scope 2, and Scope 3 business travel and energy consumption (kWh) and carbon emission (tCO2e).
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m turnover, the recommended ratio for the sector.
Wilson Properties (London) Limited continues to improve and develop operations to reduce energy consumption during the reporting period, however, no significant actions being taken regarding energy efficiency.
The Company intensity ratio is calculated based on total gross emission in metric tonnes CO2e £m Turnover.
It is the intention of the directors to wind up the Chase (Rickmansworth) Limited, C.G Edward (Goffs Oak) Limited, Chase (WGC) Limited, CNH Trading Limited and Chase (Cassio) Limited within 12 months of approval of the financial statements. No adjustments are required to the financial statements in order to reflect the preparation on a breakup basis.
We have audited the financial statements of Wilson Properties (London) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory framework applicable to the entity and how the entity complying with that framework. The Building and Health and Safety Acts and CDM Regulations are of significance in the context of the entity. We consider that engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations.
The audit team identified particular areas that are susceptible to misstatement as part of their fraud discussion which included revenue recognition and stock.
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
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.
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.
Other matters
As outlined in note 31 to the financial statements, which describes that the financial statements of Chase (Rickmansworth) Limited, C. G Edward (Goffs Oak) Limited and Chase (WGC) Limited have not been prepared on a going concern basis, as the directors have taken the decision to wind up the companies due to cessation of trading. Our opinion is not modified in respect of this matter.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,485,882 (2022 - £73,453 loss).
Wilson Properties (London) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Jasmine House, 8 Parkway, Welwyn Garden City, United Kingdom, AL8 6HG.
The nature of the Group's operations and its principal activities are set out in the Group strategic report.
The group consists of Wilson Properties (London) Limited and all of its subsidiaries.
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The financial statements have been prepared in £ sterling, the functional currency, rounded to the nearest £1.
The following principal accounting policies have been applied:
The consolidated group financial statements consist of the financial statements of the parent company Wilson Properties (London) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The directors have taken the current market conditions into account in reviewing the future liquidity requirements and future business forecasts of the Group. At 31 December 2023, the Group has net assets of £63,030,371 (2022: £61,167,491). Based on this review the directors believe the Group will be able to meet its liabilities as they fall due.
Having regard to the above, the directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. Therefore, the Group continue to adopt going concern basis in preparing the financial statements.
Turnover from sale of properties is recognised at the date of completion within the accounting period.
Turnover from a contract to provide services is recognised in the period in which the services are
provided in accordance with the stage of completion of the contract when all of the following
conditions are satisfied;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.
Rental income
Rental income on properties is credited to the Statement of Comprehensive Income on a straight-line basis over the term of the lease. As such, this income is not recognised in turnover but in other operating income.
Other income
Other forms of income, such as government grants, insurance recoveries, services or other non-recurring items, are recognised when the company has a legal right to receive the payment, and it is probable that the income will be received.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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, 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.
Creditors
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.
Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Associates
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Inventories are held at the lower of cost and net realisable value. To assess the net realisable value of land held for development and capitalised costs associated with the promotion of land, the directors consider the strategic viability of future development and likelihood of obtaining planning permission. Where the directors consider that there is no prospect of recovering costs incurred in relation to the acquisition or promotion of land the capitalised costs are impaired.
No critical judgements or key sources of estimation uncertainty were identified in the current period.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Staff costs were as follows:
Key management personnel include all personnel that have authority and responsibility for planning, directing, and controlling the activities of an entity, the Group’s key management personnel are the members of the Group’s Board, which includes all the directors. No compensation paid to key management personnel for services to the Group and Company.
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:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
Factors that may affect future tax charges
There were no factors that may affect future tax charges.
Details of the company's subsidiaries at 31 December 2023 are as follows:
The following direct and indirect subsidiaries were not included in the consolidation as they were dormant and immaterial.
Wilson Residential Limited
Chase (Barnet) Limited
The registered office address of the above subsidiary undertakings is 8 Parkway, Welwyn Garden City, Hertfordshire, AL8 6HG.
Details of associates at 31 December 2023 are as follows:
There was no share of profit or loss or other comprehensive income from the associates.
The C holders are entitled to vote at general meetings.
The B Shareholders only participate in dividends and returns of capital after the' priority amount'.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £3,441,801 (2022: -£73,454).
Other creditors at year end include an amount of £13,000,000 due to deferred consideration in relation to the acquisition of the site. The balance is falling due within 12 months from the balance sheet date.
Bank loans of £Nil (2022: £16,107,472) are secured by a fixed and floating charge over the properties included in stock to which they it relates. The loan bears a minimum interest rate of 5.85% per annum.
Bank loans of £33,118,863 (2021: £21,728,329) are secured by a fixed and floating charge over the properties held in stock, to which it relates. The loan bears a minimum interest rate of 4.45% (2022: 4.45%) per annum.
Bank loans of £11,634,608 are secured by a fixed and floating charge over the properties included in stock to which they it relates. The loan bears a minimum interest rate of 4.30% per annum.
Bank loans of £5,942,506 are secured by a fixed and floating charge over the properties included in stock to which they it relates. The loan bears a minimum interest rate of 4.50% per annum.
Bank loans of £4,594,029 are secured by a fixed and floating charge over the properties included in stock to which they it relates. The loan bears a minimum interest rate of 4.50% per annum.
Bank loans of £3,934,534 are secured by a fixed and floating charge over the properties included in stock to which they it relates. The loan bears a minimum interest rate of 0.77% per month.
Other loans of £2,733,499 (2022: £2,474,397) are from a company in which the directors have an interest, secured over the property, (held in stock), to which they relate. The loan is due for repayment greater than 12 months from the balance sheet date and bears a minimum interest rate of 10% (2022: 10%) per annum.
Other loans of £4,005,822 (2022: £3,833,322) are from a company in which the directors have an interest, secured over the property, (held in stock), to which they relate. The loan is due for repayment greater than 12 months from the balance sheet date and bears a minimum interest rate of 5% (2022: 5%) per annum.
Other loans of £1,066,175 (2022: £1,846,933) are unsecured. The loans are interest free and due for
repayment in greater than 12 months from the balance sheet date.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The Group’s revaluation reserve represents the cumulative effect of revaluations of development contracts which were revalued to fair value at each reporting date.
The revaluation reserve is the amount arising on the revaluation of land, being the difference between the amount of these assets determined under the historical cost convention and the amount determined by the fair value of the assets.
The revaluation reserve relates to a non-distributable reserve. The reserve will crystallise and transfer to Profit and loss account reserve upon the disposal of the land from stock.
The Group’s other reserve represents the cumulative effect to an equity reserve arising due to an
acquisition of more shares in a subsidiary undertaking.
The Company has provided unconditional joint and several guarantees for the bank loans of its group companies. At 31 December 2023, the Company jointly guaranteed to the various specialist lenders a sum up to a maximum of £15.6m (2022: £8.4m).
At 31 December 2023, the Group and Company Trade debtors included £96,163 (2022: £620,269) due by the related companies under common control. These amounts are due in the normal course of business.
At 31 December 2023, the Group Other debtors included £6,759,425 (2022: £14,421,926) due by the related companies under common control. These amounts are due in the normal course of business.
At 31 December 2023, the Group and Company Other debtors included £8,357,700 (2022: £6,393,016) due by the related companies under common control. These amounts are due in the normal course of business.
During the year, the Group and Company made loans of £8,231,278 to related companies in which directors have an interest. At 31 December 2023, Other debtors included £12,613,720 (2022: £4,382,442) due by related companies. The loans were secured by way of first and legal charge over the assets of the company and repayable on demand.
During the year, the Group and Company made loans of £137,980 to related companies in which the directors have an interest. At 31 December 2023, Other debtors included £10,467,776 (2022: £10,329,796) due by related companies. The loans were secured by way of first and legal charge over the assets of the company and repayable on demand.
At 31 December 2023, the Group Trade creditors included £1,520,407 (2022: £753,016) due to the related companies under common control. These amounts are due in the normal course of business.
At 31 December 2023, the Group Other creditors included £39,286 (2022: £174,108) due to the related companies under common control. These amounts are due in the normal course of business.
At 31 December 2023, the Group Other creditors included £225,732 (2022: £105,000) due to the related companies in which the directors have an interest. The loans were unsecured, interest free and repayable on demand.
During the year, the Group received loans of £431,601 from related companies in which the directors have an interest. At 31 December 2023, Other loans included £6,739,321 (2022: £6,307,720) due to related companies. The loans were secured by way of first and legal charge over the assets of the companies and repayable on demand.
It is the intention of the directors to wind up the Chase (Rickmansworth) Ltd, C.G Edward (Goffs Oak) Ltd and Chase (WGC) Ltd within 12 months of approval of the financial statements. No adjustments are required to the financial statements in order to reflect the preparation on a break up basis.
Mr. Paul John Wilson is the ultimate controlling party of the Company.
Wilson Properties (London) Ltd is the parent undertaking and controlling party of the smallest and largest group. The consolidated financial statements of Wilson Properties (London) Ltd are available publicly from Companies House and also copies of the Company accounts can be obtained from its registered office address at 8 Parkway, Welwyn Garden City, Hertfordshire, England, AL8 6HG.
During the year, the directors made £6,157,198 in loans to the Group and Company. The existing loans are unsecured, interest-free and repayable in accordance with the underlying agreement. At 31 December 2023, the Other creditors included £6,502,535 (2022: £345,337) due by the Group and Company.
A prior year adjustment has been made to the deferred tax liability following the revaluation of land in the previous period. The revaluation increased the carrying amount of the land, creating a temporary difference between the carrying amount and the tax base. As a result, a deferred tax liability of £3,878,616 has been recognised, which was previously understated. This adjustment has been debited to the statement of comprehensive income for the year ended 31 December 2022, ensuring that the financial statements accurately reflect the tax impact of the revaluation.