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Willerby Limited
Registered number: 00387583
Annual report and financial statements
For the year ended 28 September 2024
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WILLERBY LIMITED
COMPANY INFORMATION
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L Edet (appointed 1 January 2025)
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R P McQuinn (appointed 1 January 2025)
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Chartered Accountants & Statutory Auditor
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WILLERBY LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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WILLERBY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 SEPTEMBER 2024
The Directors present their Strategic Report for the 52 weeks ended 28 September 2024.
Business review and key performance indicators
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Turnover for the year was £104m (2023: £227m) and operating loss was £18.9m (2023: profit £36.6m). 'Adjusted EBITDA' was £(11.3)m (2023: £39.7m), defined as operating profit adjusted for depreciation, amortisation and non-recurring items.
The Key Performance Indicators for the Group are turnover, EBITDA and cash, as these are considered to be the measures that create value in the business. These are monitored monthly in the internal reporting process.
The market for caravan, lodges and residential park homes has seen a very challenging year with a significant downturn in consumer demand. The industry has suffered from low consumer confidence, due to the economic climate in the UK with interest rates and inflationary pressures remaining high.
The impact of the downturn in market conditions is reflected in Willerby’s financial performance with turnover down 54% year on year. As a result, the Company responded by taking the difficult decision to right size the business carrying out headcount and cost reductions during the year and reducing production output to manage stocking levels. This included the temporary ‘mothballing’ of two of its five production lines and the use of short time working for production staff.
Employee wellbeing remained at the forefront of the Company’s engagement strategy, with continued partnerships with Think Mental Health and Coyle Health & Wellbeing. During the year, a total number of 25 apprenticeships were supported across a number of functional areas. Willerby recognises that it has a place in the local community and has a long term commitment to invest in skills and training levels and also to support community groups.
The focus on investment into Research & Development to ensure that Willerby can offer consumers a constantly innovating product range continued. This allowed for a swift reaction to the changing dynamics of the market with the introduction of new entry level caravan and lodge products in the year, driving an increase in market share at a time when the overall market was in decline. During the year the Company spent £1.2m (2023: £1.1m) on R&D to support manufacturing processes and new product ranges.
Reconciliation of operating profit to adjusted EBITDA
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Depreciation of fixed assets
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Amortisation of intangible assets
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WILLERBY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 SEPTEMBER 2024
Non recurring items are detailed below:
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COVID - Costs associated with business reorganisation and safe working plant design
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Manufacturing operation efficiency projects
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Staff restructuring and other non-recurring reorganisation costs
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Financing arrangement and consultancy cost
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During 2024, the business incurred £5.5m of non-recurring costs in respect of reorganising its operations and additional staffing costs in response to the marked decline in market conditions. In addition, it incurred a further £0.6m of legal and professional fees in respect of a re-financing, with its existing bank, to put in place a £25m Asset Backed Lending facility. This went live in April 2024 and replaces the previous RCF and overdraft facilities. The costs incurred, which the Directors' believe cannot be allocated directly to the benefit of the investment, have been treated as non-recurring.
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The Group continues to aim to increase its market share in its core markets by the development of market leading products, produced to a high quality with first class customer services.
The Company is a subsidiary of WGL Topco Limited ("Group").
The principal activity of the Group in the period under review was that of the manufacture and sale of holiday homes, lodges, leisure buildings and Residential Park Homes in the UK, Ireland and the rest of the European Union.
The strategy aims to continue to grow market share in these areas by providing a complete sales and service solution for its customers. As a result, the Group continues to invest in R&D and the introduction of high quality new products to satisfy customer demand.
The Group has in place a suite of funding solutions to enable customers to actively demonstrate products on their show grounds and on holiday parks.
The Group has ‘mothballed’ two of its five production facilities in response to the prevailing market conditions. These can be reinstated at short notice as conditions allow. The Group will continue to invest in its production facilities as and when appropriate to ensure that it is able to satisfy demand for the Willerby product portfolio at industry leading quality levels.
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WILLERBY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 SEPTEMBER 2024
Financial risk management and policies
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Competitor risk
The Company continues to operate in competitive markets. To reduce this risk the Company undertakes market research to ensure that it develops appropriate products that satisfy the needs of customers. The Company continues to invest in product development to ensure that it has products at various stages of the product life cycle.
Credit Risk
The Company's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debt. The risk is mitigated by appropriate credit control procedures.
Liquidity Risk
To maintain liquidity and ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.
Financial Instruments
The Company's financial risk management objectives and policies are operated by the Board. The principal financial risks faced by the Group relate to interest rates. To mitigate this risk, interest rate management is considered on an on-going basis. The current interest rate risk is expected to remain relatively low in the short term.
During the first half of the year the Company met its day to day working capital requirements through accumulated cash surpluses, an overdraft facility and a Revolving Credit Facility (RCF) when required. The RCF facility was in place for up to a five year period, having been set up in December 2022. In response to the challenging market conditions encountered during the year, the company worked together with its existing provider, Barclays Bank, to put in place a new £25m Asset Backed Lending facility. This went live in April 2024, replacing the overdraft and RCF facility previously in place with a more flexible facility. The facility agreement is for 2 years.
During the year, the ultimate owners of the Group provided funds worth £10m in the form of additional Loan Notes, with a maturity date of June 2027.
The Company has produced a range of cash forecasts and projections that cover the period to September 2026 to assess its trading and operational performance and its ability to operate within the available facilities during the forecast period and to reflect the challenges experienced by the caravan and lodge market during the current economic slow down. These forecasts indicate that the Company will be able to operate within the level of its current facilities for during the forecast period.
The Directors have modelled a range of reasonable worst case scenarios to assess the ability of the Company and the Group to continue in operational existence in the event these occur. These scenarios consider reductions to volumes and revenue and consider the impact of these on profit and cash generation. All of the reasonable worst case scenarios modelled indicate that the Company and wider group can continue to operate within the available facilities. The Directors have therefore prepared the accounts on a going concern basis.
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WILLERBY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 SEPTEMBER 2024
Strategy for continuous improvement
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Despite the current market conditions, tourism and leisure is expected to continue to be one of the world's fastest growing industries. Tourism is closely linked to social, economic and environmental impact and in particular SDG8 (promoting sustained, inclusive, and sustainable economic growth, full and productive employment, and decent work for all). Consumers continue to be increasingly aware of the environmental impact of their actions and this increases the desire to opt for eco-friendly and sustainable tourism options such as those offered by Willerby's static caravans and lodges.
Supporting local communities
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Willerby's deep engagement with its local communities, businesses and charities aims to create a positive impact on Hull and the wider Humber region in the UK.
Willerby places an emphasis on supporting diversity and inclusion across the workplace. Leading from the top, Willerby demonstrates clearly its commitment to this with a group board and an operating board that both have an equal gender mix. The group maintains its drive for greater workforce gender balance within what has been a traditionally male dominated industry. The broader range of apprenticeships now offered by the company ensures that our positions are attractive equally to male and female applicants. All Willerby directly employed staff are paid a minimum of the real living wage and every member of staff is included in one of the companies Bonus schemes.
Willerby has taken several important steps during Equistone's ownership to enhance the focus on ESG responsibility, including shifting to biomass energy and installing solar panels to reduce its reliance on fossil fuels. The Group supports SDG12 (Responsible Consumption & Production) by reducing waste generation through reusing the wood offcuts from its production processes in its biomass boilers. The Group has also established an ESG Steering Committee to monitor the impact of a range of initiatives aimed at reducing its environmental impact and increasing sustainability throughout its operations and wider supply chain.
This report was approved by the board on 9 May 2025 and signed on its behalf.
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WILLERBY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 SEPTEMBER 2024
The Directors present their report and the financial statements for the 52 weeks ended 28 September 2024.
Directors' responsibilities statement
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The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company in the period under review was that of the manufacture and sale of holiday homes and leisure buildings in the UK, Ireland and the rest of the European Union.
Future Developments
These are discussed in the Strategic Report (see page 2).
The loss for the year, after taxation, amounted to £21,089k (2023: profit £24,236k).
Dividends of £Nil were declared during the financial period (2023: £22,205k).
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WILLERBY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 SEPTEMBER 2024
The Directors who served during the year were:
S Allan (resigned 31 December 2024)
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K A Holland (resigned 31 March 2024)
The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the period and remain in force at the date of this annual report.
Employees
Employees are encouraged to discuss with management any matters about which they are concerned and factors affecting the Company. In addition, the Board takes account of employees' interests when making decisions, and the employees are informed of the Company's performance on a regular basis. Suggestions from employees aimed at improving the Company's performance are encouraged.
Disabled Employees
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Going concern
This is discussed in the Strategic Report (see page 3).
Greenhouse gas emissions, energy consumption and energy efficiency action
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We have reported on all sources of Greenhouse Gas emissions and energy usage as required under The Large and Medium Sized Companies and Groups (Account and Reports) Regulations 2008 as amended.
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Emissions from combustion of gas* (in tonnes of CO2 equivalent)
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Emissions from combustion of fuel for transport purposes (in tonnes of CO2 equivalent)
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Emissions from electricity purchased for own use* (in tonnes of CO2 equivalent)
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* Energy consumption used to calculate emissions kWh
The ratio of tonnes CO2 to £m in Revenue was 24.17 (2023: 13.75).
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WILLERBY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 SEPTEMBER 2024
S172 Statement - Duty to promote the success of the group
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The Directors fulfil their duty to promote the success of the Group by ensuring that there is a strong governance structure and process running through all aspects of the Group's operations.
The Group Strategy was considered by the Board in conjunction with the Group's executive management team. Full consideration was given to the Group's capital and funding structure and its resilience to existing and emerging risks.
The Group's strategy and business model are underpinned by the work performed by employees. All members of the Board regularly engage with them to ensure their engagement and alignment with the activities of the Group. The Board is kept informed of all relevant issues by means of a number of regular written reports against agreed KPIs.
The Board have continues to regularly communicate with all the team about the business and events for the benefit of staff and their families :
∙regular staff newsletter from the CEO to maintain staff engagement;
∙the continued promotion and support to our charity of the year, as nominated by staff;
∙continued emphasis on mental health awareness with a team of Mental health first aider volunteers and company wide access to the Employee Assistance Programme;
∙A company wide bonus scheme;
∙Willerby is a founding member of the Humber based Oh Yes! Net Zero organisation, whose aims are to raise awareness and encourage the community of Hull to become a Carbon Net Zero area.
The Board of Directors consider that they, both individually and collectively, have acted in a way that would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S 172(1)(a-f) of the Act) in the decisions they have taken during the period ended 28 September 2024.
In making this statement the Directors considered the longer term needs of stakeholders and the environment and have taken into account the following:
the likely consequences of any decisions in the long term;
the interests of the Group's employees;
the need to foster the Group's business relationships with suppliers, customers and others;
the impact of the Group's operations on the community and the environment;
the desirability of the Group maintaining a reputation for high standards of business conduct;
the need to act fairly as between members of the Group.
Matters covered in the Strategic Report
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The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's Strategic Report information required by Schedule 7 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' Report.
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WILLERBY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 SEPTEMBER 2024
Statement as to disclosure of information to auditors
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So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditor is unaware, and each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 9 May 2025 and signed on its behalf.
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WILLERBY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLERBY LIMITED
Opinion
We have audited the financial statements of Willerby Limited (the ‘Company’) for the year ended 28 September 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 28 September 2024 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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.
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WILLERBY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLERBY LIMITED
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 the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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WILLERBY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLERBY LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 intend either 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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, the Bribery Act (2010), Data Protection legislation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation and the Companies Act 2006.
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WILLERBY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILLERBY LIMITED
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of the defined benefit pension scheme, the valuation of stock, the recoverability of debtors, the valuation of warranty provisions, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Christopher Hudson (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
9 May 2025
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WILLERBY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 SEPTEMBER 2024
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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Other comprehensive income for the year
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Actuarial losses on defined benefit pension scheme
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Tax relating to other comprehensive income
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Other comprehensive income for the year
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Total comprehensive income for the year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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The notes on pages 16 to 38 form part of these financial statements.
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WILLERBY LIMITED
REGISTERED NUMBER: 00387583
STATEMENT OF FINANCIAL POSITION
AS AT 28 SEPTEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 May 2025.
The notes on pages 16 to 38 form part of these financial statements.
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WILLERBY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 SEPTEMBER 2024
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Comprehensive income for the year
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Actuarial losses on pension scheme
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Tax relating to other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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Comprehensive expense for the year
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Actuarial gains on pension scheme
|
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Total comprehensive expense for the year
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The notes on pages 16 to 38 form part of these financial statements.
|
- 15 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
Willerby Limited (the "Company") is a private company, limited by shares and registered in England and Wales, registered number 00387583. The registered office is Imperial House, 1251 Hedon Road, Hull, Humberside, HU9 5NA.
The principal activity of the Company in the period under review was that of the manufacture and sale of holiday homes and leisure buildings in the UK, Ireland and the European Community.
2.Accounting policies
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Basis of preparation of financial statements
|
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company's accounting reference date is 30 September. Financial statements are made up to a 52 or 53 week period on a Saturday adjacent to 30 September each year. These financial statements are for a 52 week period ended 28 September 2024. The comparative figures are for a 52 week period ended 30 September 2023.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of WGL Topco Limited as at 28 September 2024 and these financial statements may be obtained from 28 Esplanade, St Helier, Jersey, JE4 2QP.
- 16 -
|
|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
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|
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Exemption from preparing consolidated financial statements
|
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The Company has one subsidiary, Willerby Retirement Benefit Scheme Trustee Company Limited, which it holds at a value of £1 and which has the registered address Imperial House, 1251 Hedon Road, Hull, North Humberside, United Kingdom, HU9 5NA.
During the first half of the year the Company met its day to day working capital requirements through accumulated cash surpluses, an overdraft facility and a Revolving Credit Facility (RCF) when required. The RCF facility was in place for up to a five year period, having been set up in December 2022. In response to the challenging market conditions encountered during the year, the company worked together with its existing provider, Barclays Bank, to put in place a new £25m Asset Backed Lending facility. This went live in April 2024, replacing the overdraft and RCF facility previously in place with a more flexible facility. The facility agreement is for 2 years.
During the prior year, loan notes worth £30m, with a maturity date of June 2027, were repaid. The company does not have any term loan debt as this was repaid in 2022.
The Company has produced a range of cash forecasts and projections that cover the period to September 2026 to assess its trading and operational performance and its ability to operate within the available facilities during the forecast period and to reflect the challenges experienced by the caravan and lodge market during the current economic slump. These forecasts indicate that the Company will be able to operate within the level of its current facilities for during the forecast period.
The Directors have modelled a range of reasonable worst case scenarios to assess the ability of the Company and the Group to continue in operational existence in the event these occur. These scenarios consider reductions to volumes and revenue primarily and consider the impact of these on profit and cash generation. All of the reasonable worst case scenarios modelled indicate that the Company and wider group can continue to operate within the available facilities. The Directors have therefore prepared the accounts on a going concern basis.
- 17 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £'000.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Per the terms and conditions of sale, the risks and rewards transfer at the later date of required by date or production date.
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Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
- 18 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
- 19 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Defined benefit pension plan
The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').
The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.
- 20 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
- 21 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Assets under construction
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads based on normal levels of activity.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
- 22 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
2.Accounting policies (continued)
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
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|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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.
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In the application of the Company's accounting policies, which are described in note 2, the Directors are required to make judgments, estimates and assumptions about the carrying amounts 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 Directors consider that the only material risks and estimates are those discussed below.
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the company's accounting policies
The following are the critical judgments, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
The directors consider there to be no judgements within these financial statements.
- 23 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
3.Judgments in applying accounting policies (continued)
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.
Defined benefit pension scheme assets and liabilities
In determining the valuation of defined benefit pension scheme assets and liabilities, a number of key assumptions, which are largely dependent on factors outside the control of the Company, have been made in relation to:
∙Expected return on scheme assets
∙Inflation rate
∙Mortality
∙Discount rate
∙Pension increases
Details of the assumptions used are included in note 24.
Stock valuation and provision
Finished goods and WIP are valued using the raw material standard cost as well as absorbed labour and overhead cost. There is estimation uncertainty surrounding standard costing and allocation of overheads between direct and indirect activities.
Provision is made for raw material stock which is slow moving. The provision is based on the expected usage of the material in the next financial year.
Provision is also made for demonstration units which are not expected to return their ordinary saleable value.
Recoverability of Debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the aging profile of debtors and historical experience.
Warranty cost provision
Management calculate a provision for the expected cost of attending to claims on unexpired warranties. The provision incorporates key judgments including the average percentage of customers who make warranty claims and the average cost of parts and labour used to rectify the issue.
- 24 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
The turnover of the company is attributable to the one principal activity of the company.
Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Research & development charged as an expense
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Other operating lease rentals
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Depreciation on owned assets
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Amortisation of intangible assets
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Depreciation on HP assets
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Cost of stock recognised as an expense
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The company incurred audit costs of £70k on behalf of other Group companies
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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- 25 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
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Staff costs were as follows:
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The average monthly number of employees, including the Directors, during the year was as follows:
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Sale, distribution and management
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All the Directors were paid through another group company, WGL Bidco Limited. Willerby Limited is recharged for their cost via an intercompany management recharge agreement.
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Interest payable and similar expenses
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Defined benefit scheme past service costs and interest
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- 26 -
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|
WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in respect of prior periods
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Effect of changes in tax rate
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Taxation on (loss)/profit on ordinary activities
|
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.01%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Other differences leading to an decrease in the tax charge
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Movement on unrecognised deferred tax
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Total tax charge for the year
|
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- 27 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
10.Taxation (continued)
|
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Factors that may affect future tax charges
|
There are no factors affecting future tax charges.
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Charge for the year on owned assets
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- 28 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
|
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L/Term Leasehold Property
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Assets under construction
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Transfers between classes
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Charge for the year on owned assets
|
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Charge for the year on financed assets
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The net book value of land and buildings may be further analysed as follows:
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- 29 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
|
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Raw materials and consumables
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Amounts owed by group undertakings
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Prepayments and accrued income
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Corporation tax repayable
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Amounts due from group undertakings are unsecured loans repayable on demand and are interest free.
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Cash and cash equivalents
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- 30 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
|
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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The bank credit facility is secured by way of a fixed and floating charge over all property and undertaking of the Company. Interest is charged at 2.5% above base rate and the facility is repayable on demand.
Amounts due to group undertakings are unsecured loans repayable on demand and are interest free.
Obligations under finance lease and hire purchase contracts are secured over the assets to which they relate.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Obligations under finance lease and hire purchase contracts are secured over the assets to which they
relate.
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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- 31 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Origination and reversal of timing differences
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Deferred tax arising in relation to retirement benefit obligations
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Loan relationships - trading
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Charged to profit or loss
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Allotted, called up and fully paid
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5,100,000 (2023 - 5,100,000) Ordinary shares of £1.00 each
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- 32 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
Profit & loss account
The Profit and Loss account reserve represents cumulative profits and losses made by the Company to date less any dividends declared.
- 33 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
The Company operates a defined benefit pension scheme and a defined contribution scheme.
Defined contribution scheme
The Company operates a defined contribution retirement scheme for all qualifying employees. The assets of the scheme are held separately from the assets of the Group in independently administered funds. The total expense charged to profit or loss in the period ended 28 September 2024 was £762,000 (year ended 30 September 2023: £1,047,000).
Defined benefit scheme
The Group operates a UK registered trust based pension scheme that provides defined benefits. Pension benefits are linked to the members' final pensionable salaries and service at their retirement date (or date of leaving if earlier). The Trustees are responsible for running the Scheme in accordance with the Scheme's Trust Deed and Rules, which sets out their powers. The Trustees of the Scheme are required to act in the best interest of the beneficiaries of the Scheme.
There are two categories of pension scheme members:
−Deferred members: members who have stopped accruing benefits in the Scheme but are not yet receiving their pension; and
−Pensioner members: in receipt of a pension.
Future funding obligation
The Trustees are required to carry out an actuarial valuation every 3 years. The most recent actuarial valuation of the Scheme was performed by the Scheme Actuary for the Trustee at 25 September 2022. This valuation revealed a funding surplus of £203,000 and the Trustee and the Company agreed that no contributions were required at this time. The Company therefore does not expect to pay any contributions during the accounting period ended 28 September 2024.
The assets of the Scheme are held in a Pension Reserve with profits insurance contract with Scottish Provident.
The Defined benefit pension scheme is closed to new entrants and closed the accrual of future benefits.
- 34 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
24.Pension commitments (continued)
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Composition of plan assets:
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Fair value of plan assets
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Present value of plan liabilities
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Withholding tax due on surplus
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Net pension scheme liability
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The amounts recognised in profit or loss are as follows:
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Gains on curtailments and settlements
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Reconciliation of present value of plan liabilities were as follows:
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Opening defined benefit obligation
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Actuarial gains and (losses)
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GMP equalisation top-up payments
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Liabilities extinguished on settlements
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Closing defined benefit obligation
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- 35 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
24.Pension commitments (continued)
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Reconciliation of fair value of plan assets were as follows:
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Opening fair value of scheme assets
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GMP equalisation top-up payments
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Analysis of actuarial loss recognised in Other Comprehensive Income
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Actual return on asset less interest
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Withholding tax due on surplus
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- 36 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
24.Pension commitments (continued)
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Principal actuarial assumptions at the reporting date (expressed as weighted averages):
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Revaluation of deferred pensions (non GMP)
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Pension increase Post 97 pension
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- at 65 for a male aged 45 now
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- for a female aged 65 now
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- at 65 for a female member aged 45 now
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Approximate sensitivities as at 28 September 2024 are as follows:
Change in assumption Change in defined benefit obligation (DBO)
Discount rate 0.2% pa lower 2.3%
RPI inflation 0.2% pa higher 1.8%
Note that the above sensitivities include the change in DBO for the annuitants. There would be a corresponding change in the asset value for the annuities too.
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- 37 -
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WILLERBY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 SEPTEMBER 2024
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Commitments under operating leases
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At 28 September 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned members of the group headed by WGL Topco Limited.
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The immediate parent company is Burndene Investments Limited. Its registered address is PO Box 284, Finance House, Orchard Brae, Edinburgh, Scotland, EH4 1WQ.
The Company's ultimate parent company is WGL Topco Limited. Its registered address is 28 Esplanade St Helier Jersey, JE4 2QP. Equistone Partners Europe Limited is regarded as the ultimate controlling party by virtue of its interest in the equity shares of WGL Topco Limited.
The largest and smallest group of which the Company's results are consolidated is WGL Topco Limited.
- 38 -
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