REGISTERED NUMBER: 07117579 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

THE BOTLEY DEVELOPMENT COMPANY LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

S G Pycroft

M J Willis

M P Reynolds

Secretary:

R H Musgrove

Registered office:

155 Moorgate

London

EC2M 6XB

Registered number:

07117579 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Fixed assets

Investments

4

1

1

Current assets

Stocks

5

31,000,000

30,600,000

Debtors

6

55,387,220

60,766,804

Cash at bank

2,369,158

1,564,032

88,756,378

92,930,836

Creditors

Amounts falling due within one year

7

16,516,480

89,501,180

Net current assets

72,239,898

3,429,656

Total assets less current liabilities

72,239,899

3,429,657

Creditors

Amounts falling due after more than one year

8

126,285,913

56,903,608

Net liabilities

(54,046,014

)

(53,473,951

)

Capital and reserves

Called up share capital

10

45,651

45,651

Retained earnings

(54,091,665

)

(53,519,602

)

Shareholders' funds

(54,046,014

)

(53,473,951

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

M J Willis - Director

1.	Statutory information

The Botley Development Company Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

There is a balance sheet deficit of £54,046,014 (2023: £53,473,951) at the year end.

The financial statements have been prepared on a going concern basis. This basis is considered appropriate by the directors.

Based on their assessment, given the current resources available and the availability of group support, including the confirmation from related party creditors that they will continue to support the company for the foreseeable future and confirmations from the related party creditors that they will not call in the loans until the company is in a position to repay, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

The property has been actively marketed for sale since the year-end. An appropriate offer has been agreed in principle but completion is dependent on a number of factors which are uncertain at the time of the signing of the financial statements.

The financial statements do not include any adjustments to the value of the balance sheet which would result from the going concern basis not being valid.

Preparation of consolidated financial statements

The financial statements contain information about The Botley Development Company Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Key areas of estimation and judgement include the following:

a) Valuation of work-in-progress

When determining the net realisable value of work-in-progress, key estimates and judgements are applied by the directors. This includes an estimation of the costs remaining to complete the development (including work completed by subcontractors but not yet billed) as well as an estimation of future revenue. The application of these estimates includes a degree of uncertainty. Should these estimates change unfavourably, then a write down of work-in-progress may be required.

b) Trade and other debtors

The directors review the recoverability of trade and other debtors at the year end. Should a debtor balance be deemed irrecoverable, a provision is recognised accordingly. The directors apply judgement when estimating the level of provision required.

c) Intra-group loan and imputed interest

There was significant uncertainty in calculating the present value of the intra-group loan, principally due to difficulty in ascertaining a market interest rate for a comparable debt instrument for discounting purposes and the uncertainties affecting the predicted timing of the loan repayments under the loan terms.

There are inherent uncertainties predicting the timing of future repayments under the terms of the intra-group loan, which also leads to judgements concerning the amount of the discount to be recognised on an amortised cost basis for the financial year.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax in respect of the sale of property from work-in-progress.

Rental income included in turnover relates to income from commercial property which is recognised evenly over the term of the lease.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Work-in-progress

Work-in-progress includes costs directly attributable to the purchase of and development of land sites. The purchase of land and other property is recognised upon legal completion. Costs include amounts expended on land acquisition, construction and related planning costs, legal and professional fees as well as other costs directly attributable to the development of the sites.

Borrowing costs in respect of particular site developments are capitalised and included within work-in-progress until completion of the construction work.

Work-in-progress is carried forward at the lower of cost and net realisable value.

The company undertakes developments on such terms that it cannot determine profit until the development is complete and a sale achieved. Therefore, no attributable profit is taken on such uncompleted developments.

Completed developments are retained within stock until such a time that a buyer is found and the related site has been sold. This reflects the nature of the development which is not held for long term investment. Completed developments are held by the company whilst a buyer is being sought, during which time, the properties are let on a commercial basis.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

3.	Employees and directors

The average number of employees during the year was NIL (2023 - NIL).

4.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2024

and 31 December 2024

1

Net book value

At 31 December 2024

1

At 31 December 2023

1

5.

Stocks

2024

2023

£

£

Work-in-progress

31,000,000

30,600,000

6.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

118,311

182,548

Other debtors

6,143

-

Solicitors client account

23,847

3,500

Managing agent client account

(1,023

)

382,121

Related party debtors

57,477,967

60,339,199

Related party debt impairment

(2,620,000

)

(466,000

)

VAT

-

6,154

Prepayments and accrued income

381,975

319,282

55,387,220

60,766,804

7.

Creditors: amounts falling due within one year

2024

2023

£

£

Bank loans and overdrafts

-

70,505,798

Trade creditors

82,331

56,727

VAT

71,866

-

Other creditors

129,146

132,337

Related party creditors

12,086,367

13,449,184

Accrued interest

3,745,211

4,849,164

Accruals and deferred income

401,559

507,970

16,516,480

89,501,180

8.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Bank loans 1-2 yrs - capital

65,281,409

-

Bank loans 1-2 yrs - interest

1,152,335

-

Related party creditors

44,048,990

34,399,227

Accrued interest

15,803,179

22,504,381

126,285,913

56,903,608

The related party creditor and associated accrued interest balance is due after one year as the term of the loan has been extended to 1 June 2026.

The bank loan was re-financed during the year for a two year term expiring in May 2026 and therefore classified as due after more than one year.

9.	Secured debts

The following secured debts are included within creditors:

2024

2023

£

£

Bank loans

66,433,744

70,505,798

There is a fixed and floating charge over all the property and undertaking of the company.

10.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

45,651

A Ordinary

£1

45,651

45,651

11.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Paul Hodgett BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

12.	Related party disclosures

Parent undertaking

The parent undertaking introduced loans of £8,649,763 (2023: £1,000,000) to the company.

Interest on loans from the parent undertaking are being calculated at various rates up to 8% per annum, with some being compounded annually. Interest charged during the year was £3,363,494 (2023: £2,899,242).

At the end of the year, £63,597,380 (2023: £63,114,449) was owed to the parent company, including £19,548,390 (2023: £27,353,545) accrued interest.

During the year, some of the loan capital and accrued interest was waived, resulting in a credit to the profit and loss account totalling £11,530,326 (2023: £nil). The amount of the waiver that relates to loan interest that was previously accrued and not paid totals £11,168,649 and the amount of the waiver that relates to loan capital totals £361,677.

Company with common shareholders

During the year, a company with common shareholders, recharged management expenses of £nil (2023: £90,000) to the company.

Fellow subsidiaries

Included in debtors due within one year are amounts owed from fellow subsidiaries totalling £57,371,939 (2023: £60,255,606). Imputed interest was calculated on these loans, with £nil (2023: £2,062,015) included as interest receivable in the profit and loss account. The imputed interest adjustment over the term of the loan was fully released as at 31 December 2023 and therefore, there is no associated imputed charge in the profit and loss account to 31 December 2024.

At the year-end, £2,619,000 (2023: £466,000l) of the amount owed from the subsidiary was impaired and £2,153,000 (2023: £466,000) included as an expense in the profit and loss account.

At 31 December 2023, included in related party creditors due within one year is an amount of £12,086,367 (2023: £12,087,507) owed to another fellow subsidiary. The loan is interest free and repayable on demand.

13.	Post balance sheet events

After the year-end date, before the signing of the audit report, the property included in work-in-progress has been actively marketed for sale since the year-end. An appropriate offer has been agreed in principle but completion is dependent on a number of factors which are uncertain at the time of the signing of the financial statements.

14.	Controlling party

The company is a wholly owned subsidiary of Botley Developments (Holdings) Limited. There is no ultimate controlling party.