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Company registration number: 00633552







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024


KEBBELL DEVELOPMENT LIMITED






































img083a.png                        

 


KEBBELL DEVELOPMENT LIMITED
 


 
COMPANY INFORMATION


Directors
F S A Binney 
A Fawell 
N R M Kebbell 
P J Merry 
D J Mills 
M Mulligan 
D H A Newport 




Company secretary
S Jennaway



Registered number
00633552



Registered office
Kebbell House
21 London End

Beaconsfield

HP9 2HN




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


KEBBELL DEVELOPMENT LIMITED
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 31


 


KEBBELL DEVELOPMENT LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Principal activity
 
The Company is principally engaged in building development and associated activities.

Review of business and future developments
 
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face. During 2024 the Company completed sales of 54 new homes (up from 22 in 2023) from 3 sites ranging from Yorkshire in the North of England to Hampshire in the South. The specification of the homes varied and included detached family homes, luxury apartments and affordable housing. The UK showed signs of an improving housing market in 2024 and demand for properties was steady throughout the year. Sales demand in the first half of 2025 has continued to be fairly consistent and the directors are looking forward to demonstrating increased levels of success with results from forthcoming developments.

Sales reservations at 31 December 2024 were 22 reservations, up from 10 the previous year.
       
2024   2023
Reservations 1 January     10   4
Sales Reservation in year     66  28
Sales Completions in year     54   22
Reservations 31 December     22   10
Sales were achieved from 3 sites achieving on average a Gross Margin of 24% (excluding affordable housing).

Building work in progress was £33.785m at 31 December 2024 (last year £27.605m). Land stocks of £48.033m have been reviewed and where necessary adjustments to net realisable value have been made. In the year to 31 December 2024 land stock write downs / write backs were £440,823 (2023 £nil).

Page 1

 


KEBBELL DEVELOPMENT LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
The Company's operations expose it to a variety of risks which are continually assessed and managed. The principal risks are as set out below.
Business risk
The availability of finance, both to property developers and individual home owners, remains a major risk to the industry. The Company has looked to mitigate the risk by reducing reliance on bank borrowings and instead to fund developments through internally generated cash and by reducing the level of stock and work in progress, however bank funding is used where necessary to boost working capital.
The effect of planning changes on the value of the Company's land stock remains a high risk area. The Company has looked to mitigate the risk through the use of high quality professional advisers, active involvement in public consultation and constant monitoring of all aspects of the planning process.
Credit risk
Upon completion of the sale of a property, the Company receives the full proceeds and there is thus no associated credit risk on these sales.
In past years, the Company has provided top-up loans to certain home buyers to assist them in the purchase of property from the Company. The loans are generally receivable upon the home owners selling their property and the Company has a second legal charge over the properties for which the loans were provided. The loans are included in the accounts at fair value and with the benefit of a second legal charge over the properties, the Company is confident in obtaining full recovery, particularly if property values continue to increase. There is of course a risk that the fair value of the loans as reflected in the accounts will not be recovered, particularly if residential property values decreased substantially.
Cyber fraud risk
Risk from Cyber fraud is a real threat to most modern businesses, the most common being: 
Invoice redirection whereby criminals pose as a new creditor or supplier seeking to redirect payments in to a fraudulent bank account;
Email compromise whereby criminals impersonate Directors, Shareholders or key personnel hoping to redirect funds in to a fraudulent bank account;
Ransomware encrypts the files on a device causing them to become inaccessible. The attacker will contact the victim, and demand payment to restore access;
Telephone Fraud. This is contact made by phone, which encourages you to give out PINs, passwords, or digital banking codes. These calls often involve fraudsters claiming they’re from the bank, the police, or another official organisation or company that you trust.
 
The Company makes every effort to educate staff to be vigilant against cyber crime and has implemented policies to help mitigate potential attacks.

Group defined benefit pension scheme

The Company operates a defined benefit pension scheme. At 31 December 2024, the Scheme showed a surplus of £6,445,000 before tax, compared to a surplus at 31 December 2023 of £5,448,000 before tax. The Scheme was closed to new members in 2008.

Page 2

 


KEBBELL DEVELOPMENT LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial performance
 
The results of the years trading and the financial position of the Company are shown in the annexed accounts.
Key performance indicators for the company are as follows:-
        
2024  2023
        £  £
Turnover for the year      20,501,459 17,492,540
Profit/(Loss) for the year before tax    (2,747,055) (2,891,133) 
Shareholders funds at the year end    70,995,258 72,488,266
Cash at bank and in hand at the year end   1,980,103 830,946
Stock at the year end      82,093,277 77,949,224

Going concern
 
The Company is long established with substantial reserves, good cash flows and further bank borrowing facilities if necessary. As a consequence, the directors believe that the Company is well placed to continue as a going concern.


This report was approved by the board and signed on its behalf.



................................................
N R M Kebbell
Director

Date: 18 September 2025

Page 3

 


KEBBELL DEVELOPMENT LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors

The directors who served during the year were:

F S A Binney 
A Fawell 
N R M Kebbell 
P J Merry 
D J Mills 
M Mulligan 
D H A Newport 

Results and dividends

The loss for the year, after taxation, amounted to £2,153,758 (2023 - loss £2,194,529).

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 4

 


KEBBELL DEVELOPMENT LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
N R M Kebbell
Director

Date: 18 September 2025

Page 5

 


KEBBELL DEVELOPMENT LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KEBBELL DEVELOPMENT LIMITED

Opinion


We have audited the financial statements of Kebbell Development Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 6

 


KEBBELL DEVELOPMENT LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KEBBELL DEVELOPMENT LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


KEBBELL DEVELOPMENT LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KEBBELL DEVELOPMENT LIMITED (CONTINUED)

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.


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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
Building Regulations;
UK Health and Safety Legislation; and
General Data Protection Regulations.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company are complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation or fraud and identified the greatest potential for fraud in the following areas:
Revenue cut off;
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount; and
The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in their best interests.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 8

 


KEBBELL DEVELOPMENT LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KEBBELL DEVELOPMENT LIMITED (CONTINUED)

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 2006Our 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.





Tom Woods FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

19 September 2025
Page 9

 


KEBBELL DEVELOPMENT LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
20,501,459
17,492,540

Cost of sales
  
(17,945,470)
(16,104,654)

Gross profit
  
2,555,989
1,387,886

Distribution costs
  
(328,002)
(334,467)

Administrative expenses
  
(4,808,188)
(4,256,698)

Other operating income
 5 
756,822
651,874

Fair value movements
  
231,158
-

Operating loss
 6 
(1,592,221)
(2,551,405)

Interest receivable and similar income
 10 
278,411
263,479

Interest payable and similar expenses
 11 
(1,433,245)
(603,207)

Loss before tax
  
(2,747,055)
(2,891,133)

Tax on loss
 12 
593,297
696,604

Loss for the financial year
  
(2,153,758)
(2,194,529)

Other comprehensive income for the year
  

Actuarial gains on defined benefit pension scheme
 23 
881,000
292,000

Movement of deferred tax relating to pension deficit
 23 
(220,250)
(73,000)

Other comprehensive income for the year
  
660,750
219,000

Total comprehensive income for the year
  
(1,493,008)
(1,975,529)

The notes on pages 13 to 31 form part of these financial statements.

Page 10

 


KEBBELL DEVELOPMENT LIMITED
REGISTERED NUMBER:00633552



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
112,773
100,106

Investment property
 14 
1,729,788
1,676,280

  
1,842,561
1,776,386

Current assets
  

Stocks
 15 
82,093,277
77,949,224

Debtors: amounts falling due within one year
 16 
5,811,336
6,653,859

Bank and cash balances
  
1,980,103
830,946

  
89,884,716
85,434,029

Creditors: amounts falling due within one year
 17 
(25,640,198)
(9,126,263)

Net current assets
  
 
 
64,244,518
 
 
76,307,766

Total assets less current liabilities
  
66,087,079
78,084,152

Creditors: amounts falling due after more than one year
 18 
(218,510)
(9,816,196)

Provisions for liabilities
  

Deferred tax
 20 
(1,318,311)
(1,227,690)

  
 
 
(1,318,311)
 
 
(1,227,690)

Pension surplus
 23 
6,445,000
5,448,000

Net assets
  
70,995,258
72,488,266


Capital and reserves
  

Called up share capital 
 21 
50,000
50,000

Profit and loss account
 22 
70,945,258
72,438,266

  
70,995,258
72,488,266


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
N R M Kebbell
Director

Date: 18 September 2025

The notes on pages 13 to 31 form part of these financial statements.

Page 11

 


KEBBELL DEVELOPMENT LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
50,000
74,413,795
74,463,795



Loss for the year
-
(2,194,529)
(2,194,529)

Actuarial gains on pension scheme
-
219,000
219,000



At 1 January 2024
50,000
72,438,266
72,488,266



Loss for the year
-
(2,153,758)
(2,153,758)

Actuarial gains on pension scheme
-
660,750
660,750


At 31 December 2024
50,000
70,945,258
70,995,258


The notes on pages 13 to 31 form part of these financial statements.

Page 12

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Kebbell Development Limited is a private Company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of its registered office and principal place of business are the same and are disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Kebbell Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

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

Page 13

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: 

Revenue from Property Sales
Revenue in respect of the sale of residential properties and land is recognised at the fair value of the consideration received or receivable on legal completion of the sale transaction. 
Revenue from Construction Services 
This revenue arises from the provision of construction services. Revenue is recognised in accordance with the stage of completion. The stage of completion is determined using the output method.
Rental Income
Operating lease income from investment properties and rental agreements are recognised in profit and loss on a straight-line basis over the lease term. 

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 14

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Statement of financial position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Page 15

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
33%
Motor vehicles
-
33%
Office equipment
-
25%
- 33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss. Investment properties are discounted to 60% of market value where they are non vacant. Residual freehold interest is valued at 18.75 times the annual income.

Page 16

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Stocks

Stock is stated at the lower of cost and net realisable value. Cost comprises prime cost of land, labour and materials together with an applicable proportion of direct overheads. Net realisable value means estimated selling price less all further costs to completion and all costs to be incurred in marketing and selling.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 17

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Fair value of investment property 
Investment properties are measured at fair value at each reporting date, with changes in fair value recognised in the profit or loss. The determination of fair value involves estimation of current market value by reference to equivalent properties, which is sensitive to prevailing market trends. Investment properties are discounted to 60% of market value where they are non vacant. 
The investment properties include residual freehold interest of £1,155,788 (2023: £1,000,830). This is valued at 18.75 times rent paid by tenants per property. Residual interest sold in both the year and the prior year were on average 20% above the balance sheet value. If this percentage was applied to the remaining properties then the overall residual interest would be valued at £1,383,600.

Valuation of stock
Stock and WIP are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving stock. Calculation of these provisions requires estimates to be made, which include forecast consumer demand and economic environment.
Property debtor
Kebbell Development Limited will sometimes retain a second charge over a property when sold on to a third party as security for a loan to the third party. The “loan” amount is recognised as a debtor balance and is recovered once the homes are sold. The amount recovered will generally be in relation to the sales price once the property is sold. The directors assess the fair value of the property debtors, using their knowledge of the local property market considering the nature and location of specific properties.  The directors perform a desktop valuation using available data from appropriate sources, which involves an element of estimation. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sale of properties
17,645,942
11,825,469

Construction services
2,855,517
5,667,071

20,501,459
17,492,540


All turnover arose within the United Kingdom.

Page 18

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Other operating income

2024
2023
£
£

Other operating income
216,277
124,447

Rental income
378,166
344,472

Ground rent receivable
66,279
69,455

Profit on disposal of investment property
96,100
113,500

756,822
651,874



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of owned tangible fixed assets
56,693
79,616

Other operating lease rentals
194,428
191,014


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
33,750
32,500

Page 19

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
2,546,419
2,239,530

Social security costs
443,016
386,498

Cost of defined benefit scheme
207,069
171,700

Cost of defined contribution pension scheme
228,219
129,019

3,424,723
2,926,747


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management and administration
30
31



Site workers
17
23

47
54


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,248,585
1,075,531

Directors pension costs - defined contributions schemes
140,571
39,034

Directors pension costs - defined benefit schemes
30,551
121,611

1,419,707
1,236,176


During the year retirement benefits were accruing to 5 directors (2023 - 5) in respect of defined contribution pension schemes.
During the year retirement benefits were accruing to 2 directors 
(2023 - 2) in respect of defined benefit pension schemes.

The highest paid director received remuneration for qualifying services of £428,510 (2023 - £339,488).

Page 20

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Interest receivable

2024
2023
£
£


Interest on net defined benefit asset
246,000
233,000

Interest on bank deposits
32,411
30,479

278,411
263,479


11.


Interest payable and similar expenses

2024
2023
£
£


Interest on bank overdrafts and loans
1,222,380
337,204

Other interest payable
210,865
266,003

1,433,245
603,207


12.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
(463,668)
-


(463,668)
-


Total current tax
(463,668)
-

Deferred tax


Origination and reversal of timing differences
(129,629)
(696,604)

Total deferred tax
(129,629)
(696,604)


Tax on loss
(593,297)
(696,604)
Page 21

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,747,055)
(2,891,133)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(686,764)
(679,994)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
48,274
20

Remeasurement of deferred tax for
changes in tax rates
104,276
(41,223)

Chargeable gains/(losses)
33,753
48,596

Income not taxable for tax purposes
(93,795)
(24,003)

Other permanent differences
959
-

Total tax charge for the year
(593,297)
(696,604)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2024
208,377
113,183
107,071
428,631


Additions
53,697
-
15,663
69,360



At 31 December 2024

262,074
113,183
122,734
497,991



Depreciation


At 1 January 2024
183,028
40,395
105,102
328,525


Charge for the year on owned assets
20,128
38,828
(2,263)
56,693



At 31 December 2024

203,156
79,223
102,839
385,218



Net book value



At 31 December 2024
58,918
33,960
19,895
112,773



At 31 December 2023
25,349
72,788
1,969
100,106

Page 23

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Investment property


Freehold investment property

£



Valuation


At 1 January 2024
1,676,280


Disposals
(177,650)


Surplus on revaluation
231,158



At 31 December 2024
1,729,788

The 2024 valuations were made by the directors, on an open market value basis by reference to market evidence of transaction prices for similar properties. There is a sitting tenant write down of the properties to 60% of this market value.
If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:



2024
2023
£
£


Historic cost
9,332
12,297


15.


Stocks

2024
2023
£
£

Land
48,033,429
50,282,135

Build cost
33,784,529
27,605,044

Other
275,319
62,045

82,093,277
77,949,224


Land and buildings under construction with a carrying value of £27,801,353 (2023: £22,141,691) are held as security on the Company's borrowings

Page 24

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Debtors

2024
2023
£
£


Trade debtors
29,643
152,501

Amounts owed by group undertakings
149,309
-

Other debtors
4,974,792
4,685,232

Prepayments and accrued income
193,924
1,816,126

Tax recoverable
463,668
-

5,811,336
6,653,859



17.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
17,744,287
-

Other loans
626,727
585,726

Trade creditors
2,891,401
2,634,215

Amounts owed to group undertakings
1,099,850
1,066,467

Other taxation and social security
248,438
203,107

Obligations under finance lease and hire purchase contracts
9,810
17,168

Other creditors
2,541,346
3,264,611

Accruals and deferred income
478,339
1,354,969

25,640,198
9,126,263


Included within other creditors are directors' loan accounts amounting to £565,201 (2023 - £751,403). These loans are unsecured. All loan interest is charged at 6% per annum.
Other loans are subject to a fixed charge over the following properties: Elmsleigh Farm, Send Barns Lane, Send, Woking, GU23 7BP and land adjoining this property; 7 Send Barns Lane, Send, Woking GU23 7BP. 
The bank loan contains a fixed charge over the freehold property known as Mile Stones, Queens, Hill Rise, Ascot, SL5 7DP.


18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
-
8,970,959

Other loans
218,510
845,237

218,510
9,816,196


Page 25

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
17,744,287
-

Other loans
626,727
585,726


18,371,014
585,726

Amounts falling due 1-2 years

Bank loans
-
8,970,959

Other loans
218,510
845,237


218,510
9,816,196



18,589,524
10,401,922


Loans are secured on the Company's land and buildings under construction, further details can be found within notes 15 and 17.


20.


Deferred taxation




2024


£






At beginning of year
(1,227,690)


Charged to profit or loss
(90,621)



At end of year
(1,318,311)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(19,614)
(14,564)

Short term timing difference
3,009
-

Retirement benefit obligations
(1,611,250)
(1,362,000)

Capital gains
(432,447)
(419,070)

Losses and other deductions
741,991
567,944

(1,318,311)
(1,227,690)

Page 26

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



50,000 (2023 - 50,000) Ordinary shares of £1.00 each
50,000
50,000

Each ordinary share carries equal voting rights and there are no restrictions on the distribution of dividends.



22.


Reserves

Profit and loss account

This reserve includes all current and prior retained profits and losses, less dividends.


23.


Retirement benefit scheme

The Company operates defined contribution retirement benefit schemes for qualifying employees. The assets of the schemes are held seperately from those of the company. The company contributes a specified percentage of payroll costs to the retirement benefit schemes to fund the benefits. The only obligation of the company with respect to the schemes is to make the specified contributions.

Defined benefit schemes
The company operates a defined benefit pension scheme for eligible employees. It is a group scheme but under a Flexible Apportionment Arrangement the company has taken over responsibility for all the liabilities. All active members of the scheme are employees of Kebbell Development Limited.
The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions to the scheme are charged to the Statement of Comprehensive Income so as to spread the cost of the pensions over the employees working lives with the company.
The Plan is managed by a board of Trustees appointed in part by the company and in part from elections by members of the Plan. The Trustees have responsibility for obtaining valuations of the fund, administering benefit payments and investing the Plan's assets. The Trustees delegate some of these functions to their professional advisers where appropriate. There were no plan amendments, curtailments or settlements during the period.
The most recent comprehensive actuarial valuation of the Plan was carried out as at 6 April 2025. In the event that the valuation reveals a larger deficit than expected the company may be required to increase contributions above those set out in the existing Schedule of Contributions. Conversely, if the position is better than expected, it is possible that contributions may be reduced.
The Company does not expect to pay contributions in the year to 31 December 2025.

Page 27

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
23.Retirement benefit scheme (continued)



Reconciliation of present value of plan liabilities:


2024
2023
£
£

Movements in the present value of defined benefit obligations


Liabilities at 1 January 2024
10,628,000
9,887,000

Current service cost
198,000
172,000

Interest cost
468,000
460,000

Contributions
30,000
26,000

Benefits paid
(513,000)
(232,000)

Experience (gain)/loss on liabilities
(60,000)
145,000

Changes to financial assumptions
(1,239,000)
170,000

At 31 December 2024
9,512,000
10,628,000



Reconciliation of present value of plan assets:


2024
2023
£
£


At the beginning of the year
16,076,000
14,711,000

Interest income
714,000
693,000

Return on plan assets (excluding amounts included in net interest)
(418,000)
607,000

Benefits paid
(513,000)
(232,000)

Contributions by the employer
68,000
271,000

Contributions by scheme members
30,000
26,000

At the end of the year
15,957,000
16,076,000

The defined benefit obligations arise from plans which are wholly or partly funded.

Page 28

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
23.Retirement benefit scheme (continued)


Composition of plan assets:


2024
2023
£
£


Equity instruments
6,560,000
6,488,000

Bonds and Gilts
9,257,000
8,984,000

Cash
140,000
604,000

Total plan assets
15,957,000
16,076,000

2024
2023
£
£


Fair value of plan assets
15,957,000
16,076,000

Present value of plan liabilities
(9,512,000)
(10,628,000)

Net pension scheme surplus
6,445,000
5,448,000

2024
2023
£
£

Amounts recognised in the profit and loss account


Current service cost
198,000
172,000

Net interest on net defined benefit liability/(asset)
(246,000)
(233,000)

Total costs/(income)
(48,000)
(61,000)

Amounts taken to other comprehensive income


Actual return on scheme assets
(296,000)
(1,300,000)

Calculated interest element
714,000
693,000

Actuarial changes related to obligations
(1,299,000)
315,000

Total costs/(income)
(881,000)
(292,000)




Valuation
The contributions are determined by a qualified actuary on the basis of triennial valuations using the projected unit method. Under the projected unit method, the current service cost, as a percentage of members pensionable pay, will increase as the active members of the scheme approach retirement.
The actuary used the S3PXA table as a basis to calculate the future liability. The following boundaries were applied; 80% of the base table with a medium cohort mortality improvements and with a long term improvement of 1.25% each year.
The most recent valuation was at 6 April 2025 and has been reviewed for 31 December 2024 by a qualified actuary, independent of the scheme's sponsoring employer.

Page 29

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
23.Retirement benefit scheme (continued)


Principal actuarial assumptions at the reporting date (expressed as weighted averages):

2024
2023
%
%
Discount rate


5.50

4.50
 
Expected rate of increase of pensions in payment


3.40

3.30
 
Expected rate of salary increases


3.40

3.30
 
RPI inflation assumption


3.20

3.05
 
Mortality rates



 
- for a male aged 65 now


24.0

23.8
 
- at 65 for a male aged 45 now


25.4

25.0
 
- for a female aged 65 now


26.4

26.2
 
- at 65 for a female member aged 45 now


27.8

27.6
 

24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
201,000
138,825

Later than 1 year and not later than 5 years
623,500
71,000

824,500
209,825

Page 30

 


KEBBELL DEVELOPMENT LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Related party transactions

At the balance sheet date the company owed £203,663 (2023 - £222,472) to individuals with significant influence over the company, interest of £10,664 (2023 - £74,178) was accrued on these loans in the year.

At the balance sheet date the company owed £493,024 (2023 - £767,221) to close family members of individuals with significant influence over the company, interest of £29,968 (2023 - £192,113) was accrued on these loans in the year. 

At the balance sheet date the company owed £267,463 (2023 - £443,204) to key management personnel, interest of £14,755 (2023 - £27,218) was accrued on these loans in the year. 

At the balance sheet date the company owed £1,161,311 (2023 - £1,436,149) to close family members of key management personnel, interest of £67,074 (2023 - £89,555) was accrued on these loans in the year. 

At the balance sheet date the company owed £94,075 (2023 - £85,727) to a trust of whom the trustees have significant influence over the company, interest of £5,549 (2023 - £5,153) was accrued in the year. 

Rent of £20,000 (2023 - £20,000) was paid to the Kebbell Directors Retirement Fund during the year. As at 31 December 2024 due from the Kebbell Development Limited Retirement Security Plan was £25,000 (2023 - £25,000). N R M Kebbell and P J Merry are trustees of the scheme. 

During the year, the company provided construction services of £486,640 (2023 - £3,019,740) and management services of £50,000 (2023 - £50,000) to Kebbell Country Homes Limited. N R M Kebbell and M A Kebbell are directors of Kebbell Country Homes Limited. 

During the year, the company provided construction services of £3,663 (2023 - £1,941) and management services of £10,000 (2023 - £10,000) to Hartcran Investments Limited. At the year end £4,023 (2023- £1,941) was due from Hartcran Investments. 

The company has taken advantage of the exemption for disclosure of related party transactions with other group companies as it is a wholly owned subsidiary of a company preparing consolidated accounts which are publicly available as detailed in note 26.


26.


Controlling party

The Company's immediate and ultimate parent company is Kebbell Holdings Limited, a company incorporated and operating in England and Wales. The registered office is Kebbell House, 21 London End, Beaconsfield, England, HP9 2HN.

The ultiamte parent company prepares group consolidated accounts which may be obtained from Companies House, Crown Way, Cardiff, CF4 3UZ. Kebbell Holdings Limited is the smallest and largest group which prepares consolidated accounts.
Kebbell Holdings Limited is under the control of N R M Kebbell and D H A Newport who between them exercise control over 37,754 shares (including 22,079 shares as trustees) representing 55.3% of the isssued share capital.

 
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