Company Registration No. SC602570 (Scotland)
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
P J Cummings
N J Stoddart
K Whitaker
S A Carlile
G M Pope
J D C Hunter
Company number
SC602570
Registered office
1a Canal View
Winchburgh
Broxburn
West Lothian
Scotland
EH52 6FE
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 31
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

Formed in October 2011, Winchburgh Developments Holdings Limited (WDHL) is a joint venture between CALA Management Limited and West Coast Capital Holdings Limited. The principal activity of Winchburgh Development Holdings Limited is to be a holding company for the group which is primarily involved in the sale of serviced land to residential house developers to deliver over 3400 new homes in the area. The masterplan expands the old Winchburgh Village with WDHL group investing in significant infrastructure improvements, new schools and leisure areas including a district park and marina.

The group had net assets of £28.2m (2023 £32.7m). 2024 Year end results show a profit of £1.6m (2023 loss: £1.29m) and turnover of £22m (2023 £2.9m). The nature and forecast of land sales will vary in terms of quantity and value year on year, therefore the comparison for turnover is not necessarily informative as to the financial performance of WDHL.

New sales in the year 2024 contributing to revenue recognition were primarily residential land, with blocks YZ1, P1&2, HH1&2 being sold to Cala, Lovell and Persimmon respectively.

WDHL group has continued with the delivery of its masterplan and infrastructure development during 2024 with completion of the core road through the town, green space areas and ongoing construction of Hawkhill Primary School, due for completion in August 2025.

WDHL is free from bank debt but has an Infrastructure Loan from Scottish Government (fully drawn to the loan amount of £26.87m) at a competitive, fixed rate of interest on commercially attractive repayment terms (linked to the occupation of new houses). A loan of £54.50m has also been given by the JV partners, which is repayable on demand.

Principal risks and uncertainties

The main business risk to WDHL Group related to the strength of the housing and land market. This risk has not been apparent in 2024 with strong demand for land and average house sales in line with industry norms.

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

Build cost inflation is largely mitigated though the award of fixed price contracts. WDHL’s exposure to build cost inflation has diminished greatly in 2024 with much of the infrastructure developments for the Masterplan behind us.

Key performance indicators

The Group created a financial model which forecasts project income and expenditure. WDHL track performance against the model through the monitoring of a number of KPI's including margin, cost control and land sales. A further KPI has been developed through 2024 based on actual sales of net developable land versus business plan targets.

 

2024 2023

Gross profit margin percentage 9.56% 9.61%

Net acres sold v target 77% 18.8%

 

 

 

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Future outlook

WDHL group remain confident about demand for the company’s land plots which can be demonstrated by the sales in 2024 and strong appetite from the market for land sales forecast in 2025.

On behalf of the board

P J Cummings
Director
3 July 2025
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

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

 

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

Results and dividends

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

No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend (2023: £nil).

Directors

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

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

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

Financial instruments

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

Matters addressed in the Strategic report

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

Auditor

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

Statement of disclosure to auditor

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Going Concern

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

 

In making this assessment, the directors have prepared detailed cash flow projections for the overall development.  At the time of approving the financial statements, the directors anticipate the sale of land plots being either completed or being near completion with a minimum value of £40 million in the next 12 months. While there is uncertainty over the future sales prices that will be achieved on land plot sales, the directors take confidence from the level of offers received on their most recent land plot sales.  A significant portion of infrastructure works are also contracted for, providing the directors with confidence over the level of cost forecast.

 

Further, the Directors have received written confirmation from the company’s shareholders that amounts due to them to will not be recalled to the detriment of other creditors within a period of at least 12 months from the date of approving the financial statements.  Accordingly, the Directors consider it reasonable to conclude the company and the group can manage their financial obligations as they fall due and are satisfied the company and the group continues to adopt the going concern basis in preparing the financial statements.

 

On behalf of the board
P J Cummings
Director
3 July 2025
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

 

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

 

 

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

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

We have audited the financial statements of Winchburgh Developments (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 the audit:

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
- 7 -
Matters on which we are required to report by exception

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:

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 group’s and 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

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

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

Extent to which the audit is considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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

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

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

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

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

 

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

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

 

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

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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

Use of our report

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

Jane Ferguson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
3 July 2025
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
22,014,350
2,872,963
Cost of sales
(18,823,169)
(253,892)
Gross profit
3,191,181
2,619,071
Administrative expenses
(1,631,398)
(1,502,106)
Other operating income
60,634
199,916
Operating profit
4
1,620,417
1,316,881
Interest receivable and similar income
8
1,107
-
0
Interest payable and similar expenses
9
(1,107,438)
(2,578,801)
Profit/(loss) before taxation
514,086
(1,261,920)
Tax on profit/(loss)
10
1,057,364
(28,482)
Profit/(loss) for the financial year
23
1,571,450
(1,290,402)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive expenditure for the year is all attributable to the owners of the parent company.

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
-
0
-
0
-
0
-
0
Current assets
Stocks
15
92,933,083
105,659,552
Debtors
16
11,238,955
3,064,554
Cash at bank and in hand
8,959,621
1,988,338
113,131,659
110,712,444
Creditors: amounts falling due within one year
17
(58,028,030)
(3,680,265)
Net current assets
55,103,629
107,032,179
Creditors: amounts falling due after more than one year
18
(26,865,370)
(74,345,932)
Net assets
28,238,259
32,686,247
Capital and reserves
Called up share capital
22
208
208
Merger reserve
23
21,141,534
21,141,534
Other reserves
23
-
0
6,019,438
Profit and loss reserves
23
7,096,517
5,525,067
Total equity
28,238,259
32,686,247
The financial statements were approved by the board of directors and authorised for issue on 3 July 2025 and are signed on its behalf by:
03 July 2025
P J Cummings
Director
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
21,141,538
21,141,538
Current assets
Debtors
16
54,500,204
53,500,204
Creditors: amounts falling due within one year
17
(54,500,000)
-
Net current assets
204
53,500,204
Total assets less current liabilities
21,141,742
74,641,742
Creditors: amounts falling due after more than one year
18
-
(47,480,562)
Net assets
21,141,742
27,161,180
Capital and reserves
Called up share capital
22
208
208
Merger reserve
23
21,141,534
21,141,534
Other reserves
23
-
0
6,019,438
Total equity
21,141,742
27,161,180

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 £0 (2023: £1,537,720 loss).

The financial statements were approved by the board of directors and authorised for issue on 3 July 2025 and are signed on its behalf by:
03 July 2025
P J Cummings
Director
Company Registration No. SC602570
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Notes
Share capital
Merger reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
208
21,141,534
6,264,098
5,277,749
32,683,589
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
-
(1,290,402)
(1,290,402)
Capital contribution
-
-
1,293,060
-
1,293,060
Transfer between reserves
-
-
(1,537,720)
1,537,720
-
Balance at 31 December 2023
208
21,141,534
6,019,438
5,525,067
32,686,247
Year ended 31 December 2024:
Profit and total comprehensive expense for the year
-
-
-
1,571,450
1,571,450
Derecognition of reserves
19
-
-
(6,019,438)
-
(6,019,438)
Balance at 31 December 2024
208
21,141,534
-
0
7,096,517
28,238,259
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Notes
Share capital
Merger reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
208
21,141,534
6,264,098
-
0
27,405,840
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
-
(1,537,720)
(1,537,720)
Capital contribution
-
-
1,293,060
-
1,293,060
Transfer between reserves
-
-
(1,537,720)
1,537,720
-
Balance at 31 December 2023
208
21,141,534
6,019,438
-
0
27,161,180
Year ended 31 December 2024:
Profit and total comprehensive expense for the year
-
-
-
-
-
0
Derecognition of reserves
19
-
-
(6,019,438)
-
(6,019,438)
Balance at 31 December 2024
208
21,141,534
-
0
-
0
21,141,742
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
7,077,614
(28,191,575)
Interest paid
(1,107,438)
(1,041,081)
Net cash inflow/(outflow) from operating activities
5,970,176
(29,232,656)
Investing activities
Interest received
1,107
-
0
Net cash generated from/(used in) investing activities
1,107
-
Financing activities
Proceeds from borrowings with joint venture shareholders
1,000,000
8,900,000
Proceeds from other borrowings
-
9,624,143
Net cash generated from financing activities
1,000,000
18,524,143
Net increase/(decrease) in cash and cash equivalents
6,971,283
(10,708,513)
Cash and cash equivalents at beginning of year
1,988,338
12,696,851
Cash and cash equivalents at end of year
8,959,621
1,988,338
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

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

 

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

1.1
Accounting convention

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

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

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

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

 

1.2
Basis of consolidation

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

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

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

 

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

 

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

1.3
Going concern

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

 

In making this assessment, the directors have prepared detailed cash flow projections for the overall development.  At the time of approving the financial statements, the directors anticipate the sale of land plots being either completed or being near completion with a minimum value of £40 million in the next 12 months. While there is uncertainty over the future sales prices that will be achieved on land plot sales, the directors take confidence from the level of offers received on their most recent land plot sales.  A significant portion of infrastructure works are also contracted for, providing the directors with confidence over the level of cost forecast.

 

Further, the Directors have received written confirmation from the company’s shareholders that amounts due to them to will not be recalled to the detriment of other creditors within a period of at least 12 months from the date of approving the financial statements.  Accordingly, the Directors consider it reasonable to conclude the company and the group can manage their financial obligations as they fall due and are satisfied the company and the group continues to adopt the going concern basis in preparing the financial statements.

1.4
Turnover

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

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

 

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.5
Tangible fixed assets

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

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

Computers
33.3% straight line

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

1.6
Fixed asset investments

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

 

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

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

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

1.7
Stocks

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

 

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

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

1.8
Cash and cash equivalents

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.9
Financial instruments

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

 

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

 

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

Basic financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

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

1.10
Equity instruments

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

1.11
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.12
Employee benefits

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

 

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

 

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

1.13
Retirement benefits

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

1.14
Leases

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.15
Government grants

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

 

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

2
Judgements and key sources of estimation uncertainty

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

 

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

Key sources of estimation uncertainty

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

Carrying value of development work in progress

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

 

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

 

The carrying value of land and development work in progress at the reporting date is outlined at note 15.

Deferred tax asset

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

 

Details of the deferred tax asset recognised and gross losses available for future offset are outlined at note 20.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Sale of land for development
22,014,350
2,712,467
Farming
-
160,496
22,014,350
2,872,963

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

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(29,765)
(32,735)
Operating lease charges
25,099
21,666
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
9,375
8,750
Audit of the financial statements of the company's subsidiaries
20,625
19,250
30,000
28,000

The audit fee has been borne in full by Winchburgh Developments Limited and has not been recharged.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administrative
7
8
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
664,612
625,747
-
0
-
0
Social security costs
79,389
72,931
-
-
Pension costs
66,571
66,676
-
0
-
0
810,572
765,354
-
0
-
0
7
Directors' remuneration

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

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,107
-
0
9
Interest payable and similar expenses
2024
2023
£
£
Interest on borrowings
1,107,438
1,041,081
Other interest
-
1,537,720
Total finance costs
1,107,438
2,578,801

The group has certain borrowings provided from its shareholders which were advanced on an interest free basis. During the financial year ended 31 December 2024 the terms of the loan agreements were revised to be repayable on demand and therefore due to these loans being classified as current there will be no interest incurred on these loans.

 

In prior periods these borrowings have been accounted for at amortised cost having initially been discounted to their present value using a market rate of interest. The other interest cost above includes the notional charge in the current and prior period in applying the effective rate of interest to these borrowings on unwinding the present value through to the gross amounts to be settled.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
-
0
28,482
Previously unrecognised tax loss, tax credit or timing difference
(1,057,364)
-
0
Total deferred tax
(1,057,364)
28,482

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

2024
2023
£
£
Profit/(loss) before taxation
514,086
(1,261,920)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
128,522
(296,804)
Tax effect of expenses that are not deductible in determining taxable profit
1,915
136,404
Tax effect of utilisation of tax losses not previously recognised
(1,198,093)
-
0
Unutilised tax losses carried forward
10,292
-
0
Change in unrecognised deferred tax assets
-
0
196,829
Effect of change in corporation tax rate
-
(9,962)
Other differences
-
0
1,090
Fixed asset differences
-
0
925
Taxation (credit)/charge
(1,057,364)
28,482

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

11
Tangible fixed assets
Group
Computers
£
Cost
At 1 January 2024 and 31 December 2024
2,520
Depreciation and impairment
At 1 January 2024 and 31 December 2024
2,520
Carrying amount
At 31 December 2024
-
0
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
21,141,538
21,141,538
Investments in joint ventures
14
-
0
-
0
-
0
-
0
-
0
-
0
21,141,538
21,141,538
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
21,141,538
Carrying amount
At 31 December 2024
21,141,538
At 31 December 2023
21,141,538
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Winchburgh Developments Limited
See below
Provision of serviced land for development
Ordinary
100.00
-
Winchburgh Retail Limited
See below
Dormant holding company
Ordinary
0
100.00
Regenco (Niddry Castle) Limited
See below
Dormant
Ordinary
0
100.00
Chapelcross Limited
See below
Dormant
Ordinary
0
100.00
John Cadzow (Glendevon) Limited
See below
Farming
Ordinary
0
100.00
John Cadzow (Auldcathie) Limited
See below
Dormant
Ordinary
0
100.00
Winchburgh (Town Centre) Limited
See below
Dormant
Ordinary
0
100.00
Pacific Shelf 1773 Limited
See below
Dormant
Ordinary
0
100.00

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

 

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
14
Joint ventures

Details of joint ventures at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Indirect
Winchburgh Motorway Junction Limited
See below
Holding title for land development
Ordinary
0
50.00

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

 

The company's net assets at the reporting date are £2 (2023: £2) with the company having had no active trade since incorporation. As a result, no post acquisition results have been equity accounted for in these financial statements.

 

15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Land and development work in progress
92,630,495
105,469,425
-
-
Farming stocks
302,588
190,127
-
0
-
0
92,933,083
105,659,552
-
-

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

 

At the reporting date the group had entered into contractual commitments in respect of infrastructure works totalling £82m (2023: £96m).

16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,295,291
1,182,520
-
0
-
0
Amounts owed by group undertakings
-
-
54,500,204
53,500,204
Other debtors
11,568
588,713
-
0
-
0
Prepayments and accrued income
7,595,829
14,418
-
0
-
0
8,902,688
1,785,651
54,500,204
53,500,204
Amounts falling due after more than one year:
Deferred tax asset (note 20)
2,336,267
1,278,903
-
0
-
0
Total debtors
11,238,955
3,064,554
54,500,204
53,500,204
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
19
54,500,000
-
0
54,500,000
-
0
Trade creditors
1,187,076
2,847,696
-
0
-
0
Other taxation and social security
1,873,138
-
-
-
Other creditors
300,140
618,184
-
0
-
0
Accruals and deferred income
167,676
214,385
-
0
-
0
58,028,030
3,680,265
54,500,000
-
0
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
19
26,865,370
74,345,932
-
0
47,480,562

Other borrowings include £26,865,370 (2023: £26,865,370) which is expected to fall due between 2027 and 2028 and is payable by instalments.

 

Details of security in respect of other borrowings is outlined at note 19.

19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Loans from joint venture shareholders
54,500,000
47,480,562
54,500,000
47,480,562
Other Borrowings
26,865,370
26,865,370
-
0
-
0
81,365,370
74,345,932
54,500,000
47,480,562
Payable within one year
54,500,000
-
0
54,500,000
-
0
Payable after one year
26,865,370
74,345,932
-
0
47,480,562
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Loans and overdrafts
(Continued)
- 28 -

Loans from joint venture shareholders relate to loan notes issued by the company on a interest free basis. The loan notes are secured by debenture and floating charges. During the financial year ended 31 December 2024 the terms of the loan agreements were revised to be repayable on demand.

 

In prior periods these borrowings have been accounted for at amortised cost having initially been discounted to their present value using a market rate of interest. This has resulted in an Other reserve being recognised. The remaining balance of £6.02m was derecognised in the current year as a result of the amendment in loan terms in order to recognise the loan at its original cost as prescribed by FRS 102 section 11.

 

Other borrowings include £26.87m (2023: £26.87m) provided to a subsidiary undertaking by West Lothian Council under the Housing Infrastructure Fund (Loan) Scheme. The loan is subject to standard security over land held within the group and attracts interest of 4.2% per annum. Repayment of capital is linked to housing occupancy levels which trigger the requirement for capital repayments and amounts outstanding at the reporting date are expected to fall due in 2027 and 2028 and represent the total of such debt outlined at note 18.

20
Deferred taxation

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

Assets
Assets
2024
2023
Group
£
£
Tax losses
2,336,267
1,278,903
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(1,278,903)
-
Credit to profit or loss
(1,057,364)
-
Asset at 31 December 2024
(2,336,267)
-

The group had estimated tax losses of £50m (2023: £65.5m) available for offset against future trading profits at the reporting date.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
66,571
66,676

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

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
104
104
104
104
B Ordinary shares of £1 each
104
104
104
104
208
208
208
208

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

23
Reserves
Profit and loss reserves

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

 

Merger reserve

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

 

Other reserves

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

 

During the current financial year there has been an amendment to the loan terms which has resulted in the derecognition of the reserve balance, refer to note 19.

24
Capital commitments

At the reporting date the group has estimated cost to complete the development of £104m (2023: £106m) out of which a total value of £53m (2023: £18m) has been contracted to.

25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
184,025
198,013
WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Related party transactions
(Continued)
- 30 -
Transactions with related parties

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

Sales
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
7,307,942
-
Recharge of staff costs
Loan notes advanced
2024
2023
2024
2023
£
£
£
£
Group
Entities with control, joint control or significant influence over the company
70,976
137,577
1,000,000
8,900,000
Company
Entities with control, joint control or significant influence over the company
-
-
1,000,000
8,900,000

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
54,500,000
47,480,562
Company
Entities with control, joint control or significant influence over the company
54,500,000
47,480,562
Other information

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

26
Controlling party

There is no ultimate controlling party.

WINCHBURGH DEVELOPMENTS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
27
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Profit/(loss) for the year after tax
1,571,450
(1,290,402)
Adjustments for:
Taxation (credited)/charged
(1,057,364)
28,482
Finance costs
1,107,438
2,578,801
Investment income
(1,107)
-
0
Movements in working capital:
Decrease/(increase) in stocks
12,726,469
(28,255,690)
(Increase)/decrease in debtors
(7,117,037)
1,857,617
Decrease in creditors
(152,235)
(3,110,383)
Cash generated from/(absorbed by) operations
7,077,614
(28,191,575)
28
Analysis of changes in net debt - group
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
£
£
£
£
Cash at bank and in hand
1,988,338
6,971,283
-
8,959,621
Borrowings excluding overdrafts
(74,345,932)
(1,000,000)
(6,019,438)
(81,365,370)
(72,357,594)
5,971,283
(6,019,438)
(72,405,749)
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