Company registration number 14645405 (England and Wales)
HIGHWOOD GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
HIGHWOOD GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Ms N Brown
Mr N A Meek
Mr S Matthews
Mr P J C Prosser
Company number
14645405
Registered office
The Hay Barn
Upper Ashfield Farm
Hoe Lane
Romsey
Hampshire
SO51 9NJ
Auditor
Fiander Tovell Limited
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
HIGHWOOD GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 8
Independent auditor's report
9 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 37
HIGHWOOD GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

The Group's results for the 18 month period comprised turnover of £105.8m (2023: £18.2m), gross profit of £10.7m (2023: £1.2m), operating loss of £3.0m (2023: £0.2m) and losses on ordinary activities before taxation of £3.0m (2023: £0.2m).

 

The group’s performance for the period under review is based on 18 months trading compared to the prior financial period which covered 12 months.

The past 18 months has been a period of significant transition for the Highwood Group. At the beginning of the period, the business underwent a change in leadership following a period marked by strategic decisions that, in hindsight, did not align with the long-term needs of the business. While these choices presented operational and financial challenges, the group responded with focus and determination. Through disciplined execution, stronger forecasting practices, and a realignment of strategic priorities, we have not only stabilised performance but also laid the foundation for sustainable growth.

As a result, the Board approved an extension of the financial period end to 31 December 2024. This allowed the group time to embed structural and cultural changes, aimed at improving long-term resilience and performance. The new leadership team has focused on stabilising operations, addressing legacy issues, and laying the groundwork to restore stability across the group. During the period, group profitability was adversely impacted by ongoing legacy projects, which are scheduled for completion in Q1 2025. Their completion will mark a natural point of transition, enabling the business to enter a new phase of strategic delivery in the next financial period.

Performance in the period continued to be challenged by inflationary pressures and subcontractor insolvencies. Many project prices were fixed prior to the outbreak of conflict in Ukraine, leaving the business exposed to significant increases in energy, material, and labour costs. The market remained turbulent throughout the period, with procurement often occurring at higher costs than originally tendered.

The planning environment has remained challenging, with negative rhetoric and policy signals from the Government earlier in the period, contributing to delays in converting our pipeline into deliverable sites. However, there has been a noticeable shift in tone and direction following the incoming government in September 2024. This has been further supported by recent changes to the National Planning Policy Framework (NPPF), prompting local authorities to reassess their positions. Encouragingly, we are already seeing the benefits of this change, most notably in the recent consent granted for the Rowlands Castle Road site in the last quarter.

Despite the unique challenges faced, the Group remained committed to investing in our people and ongoing development. As a result, we successfully secured 4 land transactions with trusted clients for delivery in 2025. During the 18-month period, the group completed or was in the contractual process for a total of 445 beds across a variety of sites, and commenced construction of 4 care and 1 retirement sites with a healthy flow of land deals progressing through planning for 2025.

Principal risks and uncertainties

The key risks and uncertainties expected to impact the group in the future include:

Housing incentives and supply chain implications

Government-led housing incentives, whether in the form of subsidies, planning reforms, or new-build targets have the potential to increase demand sharply. While this presents growth opportunities, it also places strain on a supply chain already under pressure. Increased demand for materials and labour could inflate costs and elongate delivery timelines, challenging our ability to meet client expectations efficiently. Strategic partnerships and long-term supplier agreements are increasingly essential.

 

Demographic challenges in the construction workforce

The construction sector continues to face a critical shortage of new talent entering the workforce, compounded by an aging demographic among skilled tradespeople. This talent gap threatens future capacity and raises concerns about knowledge transfer, continuity, and project resilience. The group is prioritising engagement with apprenticeships, training initiatives, and strategic recruitment to address this systemic issue and secure a sustainable talent pipeline.

HIGHWOOD GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -

Geopolitical risk

Ongoing global instability heightens uncertainty in supply chains, financing, and investor confidence. These factors can also affect energy prices and material availability. The group is incorporating scenario-based forecasting to prepare for potential disruptions and maintain business continuity under a variety of global risk conditions.

 

Building safety act

The UK Government’s evolving stance on building safety, particularly post-Grenfell reforms, continues to reshape compliance expectations across the industry. The implementation of the Building Safety Act introduces stricter requirements on accountability, documentation, and oversight, especially for high-risk buildings. The group supports these reforms and is investing in internal systems and training to ensure full compliance and to contribute meaningfully to safer, more transparent construction practices.

 

Natural England mandates

The growing imposition of moratoriums in place in certain regions for water neutrality and nutrient neutralities is affecting the viability and approval process for new developments. These directives often necessitate additional mitigation strategies and infrastructure investment, adding complexity, delay and cost to projects. We are working closely with planning authorities, engineers, and environmental consultants to overcome neutrality from the earliest design stages and minimise downstream risks.

 

Performance bond availability

The tightening of availability and terms for performance bonds poses a significant constraint on our ability to bid for and deliver larger projects. As insurers adopt more cautious risk appetites, it becomes more difficult for SMEs to secure bond cover without offering onerous terms. We are engaging with clients and insurers to explore alternatives to support our continued growth without undue exposure.

Strategies and future outlook

Our strategy and core strengths remain aligned with our long-established approach: delivering successful partnership-led developments by securing land, expertly managing the planning process, and building out in close collaboration with housing associations, local authorities, and private sector partners. This end-to-end capability has continued to underpin our reputation for reliability, agility, and value creation.

 

In this period and looking ahead, we have made a strategic pivot to prioritise operational efficiency over headline turnover. This deliberate shift enables us to strengthen margins, reduce exposure to market volatility, and invest in the long-term value of our relationships. Our focus has been on forming deeper, more purposeful partnerships in the care, retirement living, and general housing sectors. By maintaining a diverse delivery pipeline across these subsectors, we not only mitigate risk but also position ourselves to selectively capitalise on the most promising opportunities.

 

With the new Labour government in place, alongside recent amendments to the National Planning Policy Framework (NPPF) and an uplift in national housing targets, the group is well positioned to capitalise on its strategic land portfolio. These changes are expected to support a strong and sustainable pipeline of activity in the years ahead, reinforcing our long-term growth prospects.

 

While our contracting business encountered notable challenges during the period, resulting in a negative profit position, it nonetheless achieved meaningful delivery milestones, contributing £90.9m in revenue and securing £29.5m in forward work for the next financial year. The contracting arm remains a vital component of our integrated model, particularly where it supports the group’s land-led developments for key clients. We have taken swift action to strengthen governance and cost control in this area, and we remain confident in its future contribution to group performance.

 

The business will make appropriate provisions for a small number of legacy sites, reflecting our commitment to acting responsibly and maintaining high standards of corporate governance. As directors, we are taking a prudent and proactive approach to managing historical liabilities, ensuring the business remains on a stable and compliant footing.

 

The diversity within our business model has been a source of resilience and differentiation. Our ability to operate across the value chain, from land acquisition to delivery, gives us both flexibility and control in a market where certainty is at a premium. This adaptability will be crucial as we continue to navigate a changing economic and regulatory landscape.

HIGHWOOD GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -

Looking forward, we are optimistic about the opportunities ahead. Our land pipeline is strong, our client partnerships are deepening, and we have a team that is both experienced and energised. With a sharpened focus, a balanced portfolio, and a clear commitment to quality and trust, the group is well positioned to thrive in the next phase of its journey.

Key performance indicators

Management consider key performance indicators to include: turnover, gross profit, profit on ordinary activities before taxation, number of land transactions, number of beds completed or in contractual process and number of commenced constructions contracts. The values of these key performance indicators can be found in the 'Review of the business' section.

Section 172 statement

The group operates as a consolidated entity, bringing together both contracting and development activities under the unified oversight of the Board. This central Board provides strategic leadership and governance, overseeing and evaluating major decisions made by the subsidiary company boards. This structure ensures that all key decisions are thoroughly reviewed and consistently aligned with the group’s high standards, long-term strategy, and core values.

The Directors of Highwood Group Holdings Limited acknowledge their duty under Section 172 of the Companies Act 2006 to act in a way that promotes the success of the group for the benefit of its members as a whole. In doing so, the Board considers a wide range of stakeholders and balances long-term sustainability with short-term objectives. Our strategic decisions take into account the impact on employees, suppliers, clients, the environment, and the communities in which we operate.

Long-term decision making

Our business model is built around long-term value creation, both commercially and socially. We continue to focus on land-led development in partnership with housing associations, care providers, and private sector clients, ensuring each project is viable, sustainable, and aligned with our stakeholders’ expectations. Recent strategic decisions, such as shifting focus toward efficiency and margin rather than turnover, were made to strengthen the group’s foundations for future resilience.

 

Employees

Our people are at the core of everything we do. The Directors are committed to creating a safe, inclusive, and empowering workplace that fosters loyalty and professional growth. Regular communication, clear career pathways, and ongoing training initiatives ensure that staff remain engaged and equipped to meet evolving industry standards. During the period we provided 284 apprenticeship weeks. We also place strong emphasis on employee wellbeing, recognising that a healthy and motivated workforce is essential to delivering high-quality outcomes for our clients and partners. We continue to investing in the wellbeing of our people by providing digital health service with cash plan including tailored wellbeing and mental health support as part of our benefits offering.

Suppliers and subcontractors

Our supply chain relationships are vital to the quality, reliability, and integrity of our delivery. We work closely with a trusted network of subcontractors, consultants, and material suppliers, and we view them as valued partners. In an increasingly constrained market, we prioritise fairness, prompt payment practices, and collaboration, which strengthens our ability to secure reliable delivery and long-term commitment. The Board regularly reviews procurement strategies to ensure they reflect ethical practices, commercial fairness, and environmental standards.

Clients and partners

The group is built on deep-rooted partnerships with registered providers, local authorities, care providers, and private clients. We take pride in maintaining open, transparent communication, and tailoring our services to meet their long-term needs. By fostering mutual trust and alignment of values, we are able to create sustainable developments that serve the public good while supporting our commercial objectives.

Environment and sustainability

As a responsible developer, the group is committed to minimising our environmental impact and supporting the transition to a low-carbon, climate-resilient economy. We incorporate sustainability principles across all project phase, from land acquisition and planning to construction and aftercare. Our approach includes prioritising biodiversity, meeting or exceeding energy efficiency targets, and responding proactively to emerging policy frameworks such as water neutrality. The Board considers environmental performance a key pillar of risk management and long-term success.

HIGHWOOD GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -

Community and social value

The developments we deliver directly impact local communities, and we take that responsibility seriously. For each new project undertaken, the group commits a financial contribution to support community-led initiatives in the local area, ranging from outdoor classrooms for schools to charitable funds and social infrastructure. We engage early and meaningfully with residents, local authorities, and other stakeholders to understand local needs and aspirations. Wherever possible, we aim to generate wider social value through placemaking, employment opportunities, and community investment.

 

Governance and stakeholder engagement

The Board maintains strong governance practices and ensures that stakeholder perspectives inform key decisions. Structured engagement with clients, staff, supply chain partners, and professional advisors ensures that diverse viewpoints are considered. This inclusive approach allows us to anticipate challenges early, adapt confidently, and remain accountable to those we serve.

On behalf of the board

Ms N Brown
Director
16 July 2025
HIGHWOOD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -

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

Principal activities

The principal activity of the company is that of holding company.

 

The principal activity of the group continued to be that of property development, building and construction services.

Results and dividends

The results for the period are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

No preference dividends were paid. The directors do not recommend payment of a dividend.

Directors

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

Mr M O Baskerville
(Resigned 19 February 2024)
Ms N Brown
Mr N A Meek
Mr S Matthews
Mr P J C Prosser
Financial instruments
Treasury operations and financial instruments

The group operates a treasury function which is responsible for managing the liquidity and interest risks associated with the group’s activities.

 

The group's principal financial instruments include bank balances, trade debtors and trade creditors arising directly from its operations.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Pricing risk

The directors consider that the group faces the usual pricing risk of any other company operating in a competitive, commercial environment.

Business relationships

The S172(1) statement in the strategic report provides details of how the directors have had regard to the need to foster business relationships with suppliers, customers and other stakeholders during the period.

Auditor

The auditor, Fiander Tovell Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

HIGHWOOD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
Energy and carbon report

UK energy use and associated greenhouse gas emissions

 

Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported

pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.

 

Organisational boundary

 

In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets owned or controlled within the UK only as defined by the operational control boundary, with the mandatory inclusion of scope 3 business travel in employee-owned vehicles (grey fleet). Emissions associated with rented equipment used in onsite operations is reported but considered voluntary according to the 2018 Regulations, as it is not considered transport or gas.

 

Reporting period

 

The reporting period is 1 July 2023 to 31 December 2024 and 1 July 2022 to 30 June 2023 for the comparative period. The energy and carbon emissions are aligned to the periods stated above.

 

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the period
- Gas combustion
409,524
70,343
- Electricity purchased
470,226
244,585
- Fuel consumed for transport
786,792
492,572
1,666,542
807,500
2024
2023
Emissions of CO2 equivalent
Metric tonnes
Metric tonnes
Scope 1 - direct emissions
- Gas combustion
75.00
12.90
- Fuel consumed for owned transport
24.00
14.50
99.00
27.40
Scope 2 - indirect emissions
- Electricity purchased
97.00
52.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
172.00
105.60
Total gross emissions
368.00
185.00
Intensity ratio
Tonnes of CO2e per million-pound turnover
3.6
2.3
HIGHWOOD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 7 -
Quantification and reporting methodology

The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed. The 2024 UK Government GHG Conversion Factors for Company Reporting were used in emission calculations as these relate to the majority of the reporting period. The report has been reviewed independently by Zenergi Limited (trading as Briar Consulting Engineers Limited).

 

Electricity and gas consumption were based on meter reads and invoice records. Where usage did not cover the whole reporting period, consumption was apportioned using the pro-rata estimation technique. Invoice records were used to calculate diesel consumption for onsite equipment. Mileage was used to calculate energy and emissions from fleet vehicles and grey fleet. Gross calorific values were used except for mileage energy calculations as per Government GHG Conversion Factors.

 

The emissions are divided into mandatory and voluntary emissions according to the 2018 Regulations, then further divided into the direct combustion of fuels and the operation of facilities (scope 1), indirect emissions from purchased electricity (scope 2) and further indirect emissions that occur as a consequence of group activities but occur from sources not owned or controlled by the organisation (scope 3).

Intensity measurement

Three intensity ratios are recorded internally showing emissions (tCO2e) per total million-pound (£m) turnover, per total million-pound (£m) cost of sales and per employee. The ratio activity data relates to UK operations only to align with the energy and emission reporting boundary. The turnover financial metric is considered the most relevant to the group's energy consuming activities and provides a good comparison of performance over time and across different organisations and sectors, this has been disclosed in the table above. Emissions per million-pound cost of sales and per employee provide other relevant comparable and performance metrics for the business.

Measures taken to improve energy efficiency

Within the period, the group has begun steps in developing a net zero strategy, with emission saving opportunities being reviewed across the owned buildings and development sites. As a result of this, plans are now in place for all new development sites to feature a more energy efficient portacabin(s) for use as site offices. These consist of PIR and LED lighting, insulated walls, programmable wall heaters and door closers to improve electrical and heating

efficiency.

 

At the head office, most of the light fittings have now been converted to LED lighting and work is beginning to investigate the feasibility of roof top solar panels. The use of electric vehicles is also encouraged via an electric vehicle salary sacrifice scheme (available to all employees) along with the installation of 2 electric vehicle charging points at head office. The EV charge points are used daily by both employees and customers.

 

Nature based carbon capture solutions also form part of the group's decarbonisation strategy on development sites through the protection of as many trees as possible and the additional planting of new trees.

HIGHWOOD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Statement of directors' responsibilities

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

 

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

Disclosure in strategic report or directors' report

The truegroup 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 strategies and future outlook.

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.

On behalf of the board
Ms N Brown
Director
16 July 2025
HIGHWOOD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HIGHWOOD GROUP HOLDINGS LIMITED
- 9 -
Opinion

We have audited the financial statements of Highwood Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

HIGHWOOD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HIGHWOOD GROUP HOLDINGS LIMITED
- 10 -
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, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

HIGHWOOD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HIGHWOOD GROUP HOLDINGS LIMITED
- 11 -

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Mark Gregory ACA (Senior Statutory Auditor)
For and on behalf of Fiander Tovell Limited
16 July 2025
Chartered Accountants
Statutory Auditor
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
HIGHWOOD GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
Period
Period
ended
ended
31 December
30 June
2024
2023
as restated
Notes
£'000
£'000
Turnover
3
105,836
18,158
Cost of sales
(95,104)
(16,977)
Gross profit
10,732
1,181
Administrative expenses
(13,808)
(1,360)
Other operating income
78
19
Operating loss
4
(2,998)
(160)
Interest receivable and similar income
8
-
0
4
Interest payable and similar expenses
9
(59)
(5)
Investment and loan write off
10
18
-
Loss before taxation
(3,039)
(161)
Tax on loss
11
177
35
Loss for the financial period
(2,862)
(126)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
HIGHWOOD GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
31 December 2024
30 June 2023
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
12
Goodwill
12
9,772
11,614
Other intangible assets
12
37
73
Total intangible assets
9,809
11,687
Tangible assets
13
125
221
Investments
14
1,207
1,197
11,141
13,105
Current assets
Stocks
17
11,540
12,258
Debtors falling due after more than one year
19
1,279
1,295
Debtors falling due within one year
19
11,002
8,155
Cash at bank and in hand
4,943
8,615
28,764
30,323
Creditors: amounts falling due within one year
20
(20,503)
(21,951)
Net current assets
8,261
8,372
Total assets less current liabilities
19,402
21,477
Creditors: amounts falling due after more than one year
21
(11,499)
(15,470)
Provisions for liabilities
Deferred tax liability
23
1,662
1,904
(1,662)
(1,904)
Net assets
6,241
4,103
Capital and reserves
Called up share capital
25
5,339
4,229
Profit and loss reserves
902
(126)
Total equity
6,241
4,103
The financial statements were approved by the board of directors and authorised for issue on 16 July 2025 and are signed on its behalf by:
16 July 2025
Ms N Brown
Director
Company registration number 14645405 (England and Wales)
HIGHWOOD GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 14 -
31 December 2024
30 June 2023
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
14
25,185
25,175
25,185
25,175
Current assets
Debtors
19
4
-
0
Creditors: amounts falling due within one year
20
(6,199)
(6,763)
Net current liabilities
(6,195)
(6,763)
Total assets less current liabilities
18,990
18,412
Creditors: amounts falling due after more than one year
21
(9,791)
(14,190)
Net assets
9,199
4,222
Capital and reserves
Called up share capital
25
5,339
4,229
Profit and loss reserves
3,860
(7)
Total equity
9,199
4,222

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £22,909 (2023 - £6,600 loss).

The financial statements were approved by the board of directors and authorised for issue on 16 July 2025 and are signed on its behalf by:
16 July 2025
Ms N Brown
Director
Company registration number 14645405 (England and Wales)
HIGHWOOD GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
As restated for the period ended 30 June 2023:
Balance at 7 February 2023
-
0
-
0
-
Period ended 30 June 2023:
Loss and total comprehensive income
-
(126)
(126)
Issue of share capital
25
4,229
-
4,229
Balance at 30 June 2023
4,229
(126)
4,103
Period ended 31 December 2024:
Loss and total comprehensive income
-
(2,862)
(2,862)
Issue of share capital
25
5,000
-
5,000
Reduction of shares
25
(3,890)
3,890
-
0
Balance at 31 December 2024
5,339
902
6,241
HIGHWOOD GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
As restated for the period ended 30 June 2023:
Balance at 7 February 2023
-
0
-
0
-
Period ended 30 June 2023:
Loss and total comprehensive income for the period
-
(7)
(7)
Issue of share capital
25
4,229
-
4,229
Balance at 30 June 2023
4,229
(7)
4,222
Period ended 31 December 2024:
Profit and total comprehensive income
-
(23)
(23)
Issue of share capital
25
5,000
-
5,000
Reduction of shares
25
(3,890)
3,890
-
0
Balance at 31 December 2024
5,339
3,860
9,199
HIGHWOOD GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 17 -
2024
2023
as restated
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash (absorbed by)/generated from operations
28
(3,287)
11,130
Interest paid
(59)
(5)
Income taxes paid
(6)
(527)
Net cash (outflow)/inflow from operating activities
(3,352)
10,598
Investing activities
Purchase of business
(10)
(1,924)
Purchase of tangible fixed assets
(13)
(63)
Proceeds from disposal of tangible fixed assets
2
-
Interest received
-
0
4
Net cash used in investing activities
(21)
(1,983)
Financing activities
Repayment of borrowings
(299)
-
Net cash used in financing activities
(299)
-
Net (decrease)/increase in cash and cash equivalents
(3,672)
8,615
Cash and cash equivalents at beginning of period
8,615
-
0
Cash and cash equivalents at end of period
4,943
8,615
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 18 -
1
Accounting policies
Company information

Highwood Group Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is The Hay Barn, Upper Ashfield Farm, Hoe Lane, Romsey, Hampshire, SO51 9NJ.

 

The group consists of Highwood Group Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The financial statements cover the 18 month period ended 31 December 2024, the prior period covers the period starting from the date of incorporation of 7 February 2023 to 30 June 2023. As a result, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable, due to a change in the accounting year end.

1.2
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 £'000.

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:

 

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Highwood Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 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.

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

 

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

 

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

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.6
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.The group recognises turnover on an accruals basis, where the amount of turnover can be reliably measured and it is probable that the future economic benefits will flow to the group.

 

Revenue from construction contracts is recognised by reference to the value of certified work at the year end.

 

Land sales are recognised upon exchange of ownership, when the rewards and responsibilities are transferred.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Software
20% straight line
1.9
Tangible fixed assets

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

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

Leasehold improvements
10% straight line
Plant and equipment
20-25% straight line
Fixtures and fittings
20% straight line
Computers
25% straight line
Motor vehicles
25% straight line
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -

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

1.10
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 are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.12
Work in progress

Work in progress is stated at the lower of cost and estimated selling price less costs to complete and sell.

1.13
Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

 

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.14
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.15
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 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, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Derecognition of financial liabilities

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

1.16
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.

1.17
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.18
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.

1.19
Retirement benefits

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

1.20
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.

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 24 -
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.

Accounting for construction contracts

Recognition of revenue and profit is based on judgements made in respect of the ultimate profitability of a contract. Such judgements are arrived at through the use of estimation in relation to costs and value of work performed to date and to be performed in bringing contracts to completion. These estimates are made by reference to recovery of pre-contract costs, variations in work scopes, claim recoveries and expected contract costs to complete. The group has appropriate control procedures to ensure all estimates are determined on a consistent basis and subject to review and authorisation. The amount included in cost accruals which has been estimated based on the expected profit margin is £14,270k (2023: £13,543k).

3
Turnover and other revenue
2024
2023
£'000
£'000
Turnover analysed by class of business
Property development, building and construction
90,336
14,459
Land sales
15,500
3,699
105,836
18,158
2024
2023
£'000
£'000
Other revenue
Interest income
-
4

The total turnover of the group for the period has been derived from its principal activities wholly undertaken in the United Kingdom.

4
Operating loss
2024
2023
£'000
£'000
Operating loss for the period is stated after charging:
Depreciation of owned tangible fixed assets
108
17
Amortisation of intangible assets
1,878
253
Operating lease charges
275
34
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
5
Auditor's remuneration
2024
2023
Fees payable to the group's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
5
7
Audit of the financial statements of the company's subsidiaries
35
55
40
62
For other services
Taxation compliance services
8
7
All other non-audit services
20
21
28
28
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
4
5
4
5
Administration
15
26
-
-
Operations
66
60
-
-
Total
85
91
4
5

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Wages and salaries
8,737
1,600
-
0
-
0
Social security costs
991
186
-
-
Pension costs
325
53
-
0
-
0
10,053
1,839
-
0
-
0
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 26 -
7
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
992
172
Group pension contributions to defined contribution schemes
41
7
1,033
179

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023: 4).

 

The financial statements cover the 18 month period ended 31 December 2024, the prior period covers the period starting from the date of incorporation of 7 February 2023 to 30 June 2023. As a result, the directors remuneration above is not comparable.

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
240
-
Group pension contributions to defined contribution schemes
12
-
8
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Other interest income
-
4
9
Interest payable and similar expenses
2024
2023
£'000
£'000
Other interest on financial liabilities
2
4
Other interest
57
1
Total finance costs
59
5
10
Amounts written off investments and loans
2024
2023
£'000
£'000
Amounts written back to financial liabilities
18
-
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
11
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
-
0
15
Adjustments in respect of prior periods
65
1
Total current tax
65
16
Deferred tax
Origination and reversal of timing differences
(242)
(51)
Total tax credit
(177)
(35)

With effect from the 1 April 2023, UK Corporation tax rates changed in line with the enacted tax rate from 19% to 25%. Therefore, a hybrid rate was applied to the prior period and was used in the calculation of the tax liability.

In line with the previous year the deferred tax has been measured at 25% at the reporting date.

The actual credit for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
2023
£'000
£'000
Loss before taxation
(3,039)
(161)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
(760)
(33)
Tax effect of expenses that are not deductible in determining taxable profit
15
4
Tax effect of income not taxable in determining taxable profit
(6)
-
0
Change in unrecognised deferred tax assets
48
-
0
Adjustments in respect of prior years
65
1
Amortisation on assets not qualifying for tax allowances
461
-
0
Other permanent differences
-
0
(7)
Taxation credit
(177)
(35)
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
12
Intangible fixed assets
Group
Goodwill
Software
Total
£'000
£'000
£'000
Cost
At 1 July 2023 and 31 December 2024
11,861
79
11,940
Amortisation and impairment
At 1 July 2023
247
6
253
Amortisation charged for the period
1,842
36
1,878
At 31 December 2024
2,089
42
2,131
Carrying amount
At 31 December 2024
9,772
37
9,809
At 30 June 2023
11,614
73
11,687
The company had no intangible fixed assets at 31 December 2024 or 30 June 2023.
13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 July 2023
82
38
42
69
7
238
Additions
-
0
-
0
-
0
13
-
0
13
Disposals
-
0
-
0
-
0
(8)
-
0
(8)
At 31 December 2024
82
38
42
74
7
243
Depreciation and impairment
At 1 July 2023
5
2
3
6
1
17
Depreciation charged in the period
29
13
20
41
5
108
Eliminated in respect of disposals
-
0
-
0
-
0
(7)
-
0
(7)
At 31 December 2024
34
15
23
40
6
118
Carrying amount
At 31 December 2024
48
23
19
34
1
125
At 30 June 2023
77
36
39
63
6
221
The company had no tangible fixed assets at 31 December 2024 or 30 June 2023.
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
15
400
390
25,185
25,175
Unlisted investments
807
807
-
0
-
0
1,207
1,197
25,185
25,175
Fixed asset investments not carried at market value

Unlisted investments have been initially and subsequently measured at cost less impairment in line with section 11.14(d)(v) of FRS 102. The directors consider that there has been no impairment of the investment since acquisition.

Movements in fixed asset investments
Group
Shares in subsidiaries
Other investments
Total
£'000
£'000
£'000
Cost or valuation
At 1 July 2023
390
807
1,197
Additions
10
-
10
At 31 December 2024
400
807
1,207
Carrying amount
At 31 December 2024
400
807
1,207
At 30 June 2023
390
807
1,197

The value in shares in subsidiaries in the group balance sheet relates to legal costs arising from business combinations. The addition in the current period relates to remaining acquisition costs from the previous period.

Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 July 2023
25,175
Additions
10
At 31 December 2024
25,185
Carrying amount
At 31 December 2024
25,185
At 30 June 2023
25,175
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 30 -
15
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
Highwood (Botley) Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Construction Limited
England and Wales
Property development, building and construction services
Ordinary
0
100.00
Highwood Homes Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Land (Horndean) Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Land (South Allington) Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Residential Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Resources Limited
England and Wales
Provision of resources
Ordinary
0
100.00
Highwood Ventures 2 Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Ventures Limited
England and Wales
Property development
Ordinary
0
100.00
North Stoneham Developments Limited
England and Wales
Property development
Ordinary
0
100.00
Highwood Group Limited
England and Wales
Holding company
Ordinary
0
100.00
Highwood Holdings Limited
England and Wales
Holding company
Ordinary
100.00
-
Highwood Ventures 1 Limited
England and Wales
Property development
Ordinary
0
100.00

During the period ended 31 December 2024, Highwood Group Holdings Limited acquired the shares of Highwood Ventures 1 Limited, these shares were subsequently transferred to Highwood Homes Limited.

 

This transfer is a group reconstruction and as such is accounted for under merger accounting. This requires the transfer to be treated as if it was always in place. Therefore the transactions relating to the subsidiary have been brought into the comparative and opening positions.

 

The registered offices for all the entities noted above are the same as disclosed for this entity.

16
Associates

Details of associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Hoe Lane Investments Limited
England and Wales
Property development
Ordinary
0
25
Hoe Lane Properties Limited
England and Wales
Property development
Ordinary
0
25

The registered offices for all the entities noted above are the same as disclosed for this entity.

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 31 -
17
Stocks
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Work in progress
11,540
12,258
-
-
18
Construction contracts

The revenue disclosed for both the current and comparative periods relates to construction contracts and land sales. All trade debtors, work in progress and trade creditors at the period end are related to these ongoing contracts.

 

The balance sheet also includes accrued income of £5,736k (2023 - £5,229k) and accrued costs of £14,270k (2023: £13,543k) in respect of these contracts.

19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
3,987
2,295
-
0
-
0
Corporation tax recoverable
2
66
-
0
-
0
Other debtors
2,165
5,701
-
0
-
0
Prepayments and accrued income
4,848
93
4
-
0
11,002
8,155
4
-
Amounts falling due after more than one year:
Trade debtors
1,279
1,295
-
0
-
0
Total debtors
12,281
9,450
4
-
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 32 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Other borrowings
22
300
1,200
300
1,200
Trade creditors
2,941
6,034
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
5,899
5,556
Corporation tax payable
-
0
5
-
0
-
0
Other taxation and social security
1,793
440
-
-
Other creditors
583
97
-
0
-
0
Accruals and deferred income
14,886
14,175
-
0
7
20,503
21,951
6,199
6,763
21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Other borrowings
22
9,791
14,190
9,791
14,190
Trade creditors
1,708
1,280
-
0
-
0
11,499
15,470
9,791
14,190
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Other loans
10,091
15,390
10,091
15,390
Payable within one year
300
1,200
300
1,200
Payable after one year
9,791
14,190
9,791
14,190

Other loans comprise of Class A and Class B loan notes which both attract a fixed interest rate of 5.5% and are both repayable by 20 March 2030.

The loan notes are secured by fixed charges by way of a composite guarantee and debenture over Highwood Group Holdings Limited and the 19 Highwood Ventures companies that were outside of the group at year-end.

During the year £5,000,000 of the outstanding principal amount of the Class A Loan Notes was converted into a new class of redeemable preference shares.

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 33 -
23
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£'000
£'000
Fair value uplift
1,662
1,904
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£'000
£'000
Liability at 1 July 2023
1,904
-
Credit to profit or loss
(242)
-
Liability at 31 December 2024
1,662
-

 

24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
325
55

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.

 

There were outstanding contributions at the period end of £53,024 (2023: £39,260).

25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
A Ordinary Shares of 10p each
845,500
845,500
85
846
B Ordinary Shares of 10p each
2,536,500
2,536,500
254
2,537
3,382,000
3,382,000
339
3,383
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
25
Share capital
(Continued)
- 34 -
2024
2023
2024
2023
Preference share capital
Number
Number
£'000
£'000
Issued and fully paid
Preference shares of £1 each
5,000,000
845,500
5,000
846
Preference shares classified as equity
5,000
846
Total equity share capital
5,339
4,229

Ordinary share capital

 

During the year the Company reduced the value of share capital in respect of its A Ordinary and B Ordinary shares from £1.00 to £0.10 each.

 

All ordinary shares in issue have the same rights, preferences and restrictions attached to them.

 

Preference share capital

 

In the prior period, the preference shares were irredeemable. These shares had the right to receive an annual preferential dividend of 3% of the nominal value of the preference share in issue.

 

These preference shares had no voting rights attached and were not eligible for further dividends beyond the contractual 3% noted above.

 

During the current period these have been cancelled and replaced by £5,000,000 redeemable preference shares.

 

The redeemable preference shares have no voting rights attached and carry no rights to a fixed dividend.

 

The redeemable preference shares are to be redeemed at the company’s own discretion.

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Within one year
169
205
-
-
Between two and five years
270
427
-
-
439
632
-
-
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 35 -
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£'000
£'000
Aggregate compensation
1,961
704
Other information

The group has taken advantage of the exemptions contained within section 33.1A of FRS102 to not disclose transactions with other group entities that are 100% owned members of the group.

 

During the period the group made sales of £760,000 (2023: £nil) to Littlemeads Investments Limited, a company that shares key management personnel. There was no balance outstanding at the period end in relation to this transaction.

 

During the period the group also operated loan accounts with other entities under the control of the directors. These loan accounts were interest free and repayable on demand.

 

At the balance sheet date, the following amounts were owed to the group by:

 

CKS Investment Properties Limited - £nil (2023: £687,000).

Highwood Care Group Limited - £nil (2023: £10,880).

Highwood Strategic Land Limited - £518,987 (2023: £527,000).

Highwood Land 2 LLP - £nil (2023: £7,400).

Upper Ashfield Management Company Limited - £1,025 (2023: £9,000).

Hoe Lane Investments Limited - £252,339 (2023: £252,000).

 

At the balance sheet date, the following amounts were owed by the group to:

 

Ashfield Property Developments (Fordingbridge) Limited - £nil (2023: £3,717)

CKS Investment Properties Limited - £500,000 (2023: £nil).

 

The group also had transactions with Granthorne Holdings Limited which included purchases of £40,000 during the period. There was no amount outstanding as at the period end in relation to these transactions.

 

The group was charged interest on the loan from CKS Investment Properties Limited during the period totalling £54,795 (2023 - £nil).

HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 36 -
28
Cash (absorbed by)/generated from group operations
2024
2023
£'000
£'000
Loss for the period after tax
(2,862)
(126)
Adjustments for:
Taxation credited
(177)
(35)
Finance costs
59
5
Investment income
-
0
(4)
Amortisation and impairment of intangible assets
1,878
253
Depreciation and impairment of tangible fixed assets
108
17
Other gains and losses
(18)
-
Movements in working capital:
Decrease/(increase) in stocks
718
(492)
(Increase)/decrease in debtors
(2,896)
9,267
(Decrease)/increase in creditors
(97)
2,245
Cash (absorbed by)/generated from operations
(3,287)
11,130
29
Analysis of changes in net debt - group
1 July 2023
Cash flows
Other non-cash changes
31 December 2024
£'000
£'000
£'000
£'000
Cash at bank and in hand
8,615
(3,672)
-
4,943
Borrowings excluding overdrafts
(15,390)
299
5,000
(10,091)
(6,775)
(3,373)
5,000
(5,148)
30
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 30 Jun 2023
£'000
£'000
£'000
Fixed assets
Goodwill
9,361
2,253
11,614
Current assets
Stocks
15,262
(3,004)
12,258
Provisions for liabilities
Deferred tax
(2,655)
751
(1,904)
Net assets
4,103
-
4,103
Capital and reserves
Total equity
4,103
-
4,103
HIGHWOOD GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
30
Prior period adjustment
(Continued)
- 37 -
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 30 June 2023
£'000
£'000
£'000
Loss after taxation
(126)
-
(126)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2023
£'000
Adjustments to prior period
Total adjustments
-
Loss as previously reported
(7)
Loss as adjusted
(7)
Notes to reconciliation

The prior year restatement relates to the fair value uplift of the work in progress on the acquisition of Highwood Holdings Limited. Management have reviewed the fair value determined in the prior year financial statements and have adjusted to better reflect the position as at the date of acquisition.

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