The directors present the strategic report for the year ended 31 March 2025.
The group has five significant, wholly-owned subsidiaries that it continues to hold and support. At 31 March 2025 these are:
Brackley Investments Limited - a development company active in care and primary care markets within England.
Whitecross@Stepnell Limited - a company operating under a Private Finance Initiative contract providing serviced accommodation to a single high school in Hereford.
EvoEnergy Limited - a company providing renewable energy consultancy, design, development, build, and post-installation aftercare maintenance and asset management.
SunShare Community Nottingham Plc - a company which constructed and commissioned a portfolio of solar arrays and which receives income under both Power Purchase Agreements and via government Feed-In-Tariffs for energy produced by these arrays.
Aspen Retirement Limited - a company engaged in the development of retirement housing.
Furthermore, the group holds shareholdings as noted below in two associate undertakings:
Brackley Property Developments Limited (33.36% holding) - a development company providing industrial and commercial properties to a wide range of customers throughout the Midlands.
Retirement Security Limited (40.9% holding) - a company holding and operating retirement living properties within England.
These companies have performed within expectations over the course of the year ended 31 March 2025.
The year ended 31 March 2025 saw the group's turnover increase by £2.1m, to £32.8m, primarily driven by a £3.1m increase in the turnover of the subsidiary EvoEnergy Limited, net of sales to group entities. The profit before tax of the group increased from £2.7m to £3.1m as a result of an increase in gross profit in EvoEnergy of £2.85m, net of transactions with group entities, but reduction in profit in other core businesses due to reduced trading.
The group's net assets increased to £23.6m at 31 March 2025, from £21.4m at 31 March 2024, and the directors are confident that the group is in a strong position to continue to go from strength to strength in the future.
Principal risks and uncertainties
There remain a number of key risks which the group must remain mindful of and structure its approach to manage. These include
Market risk
The Board has a portfolio approach of diversification into numerous technologies and services to provide a one stop shop to our clients individual and bespoke needs, and to reduce overall business risk.
The market dynamics are closely watched and the Board moves interchangeable staff expertise to respond and exploit opportunities and technologies as they arise.
Market risks around the demand for renewable energy generation remains low, with high demand. There are political pressures that may be brought to bear on the wider take-up of solar energy and battery storage. It is felt that should these materialise they are both some way off and unlikely to affect EvoEnergy, whose order-book remains strong.
The market risk associated with development in Extra Care is linked to the general housing market supporting property sales and availability of land at an appropriate value. To de-risk these opportunities we are looking at Joint Venture opportunities where another party may have taken site risk. We are also looking to develop stronger internal relationships within the group to maximise benefits and opportunities.
Whitecross@Stepnell Limited operates under a PFI contract with a local council. The key business risk is the ability of the council to continue to fund operations under the terms of the PFI contract. The directors do not consider that this poses a significant risk to the continuance of its operations.
The key risks pertaining to the development arm of the group resides in the market demand for care and primary care facilities and industrial and commercial units. The directors have seen an improvement in interest in these developments with some foreign money entering the UK for other developments to access. This momentum is also reflected in the increased opportunities seen by Brackley Investments.
People risk
The group employs leading experts in the industry to deliver innovative, timely and quality project solutions to clients. We are at our core a family-orientated business and our family-centric values are at the heart of what we do. We are proud to have industry leading retention amongst our staff and this team have been collectively leaders in many areas, including the development of the UK renewable energy market.
With this tremendous foundation, the Board continues to be strong advocates of development of our teams from within and recruitment of young talent.
The group has also invested in widening our people reach with apprentices, University paid internships and other student paid experience opportunities are provided by EvoEnergy.
Financial risk management
The group produces detailed management accounts to monitor performance and to enable the directors to have visibility and assess performance.
The group uses various financial instruments including cash, trade debtors, intergroup loans and trade creditors that arise directly from the group's operations. The existence of these financial instruments expose the group to a number of financial risks, including liquidity risk, interest rate risk, and credit risk which are managed as described below:
Liquidity risk – the group seeks to manage the liquidity risk by ensuring that there is sufficient liquidity available to meet foreseeable needs and to invest its cash assets safely.
Interest rate risk – the group finances its operations through a mixture of retained profits and cash balances. Cash is managed to maximise income from interest while avoiding inherent risks.
Credit risk – the group’s principal financial assets are cash, stock and trade debtors, the latter of which are prone to credit risk. This is managed through setting credit limits based on a combination of trading history and third-party credit agencies. The directors also have trading terms aligned to the work undertaken and liabilities committed to individual projects.
Cyber risk
The group identifies an increasing risk from cyber-attack and adopts several differing measures to prevent the risk being realised and to mitigate the effect. We have already adopted Cyber Essentials Plus in our core business and are looking to roll out the accreditation to all group activities. We continue to ensure managers are trained in, and made aware of cyber-attacks, data is regularly backed up, and devices are kept updated.
The directors consider that the key financial performance indicators for the group are turnover, gross profit, profit before tax and net assets. Details can be found in the Review of the business above.
The companies in the group recognise their place as part of the community. To ensure their contribution to society our staff are provided full pay days to engage in volunteer work, and we ensure that all staff have opportunities to develop their own structured career path with readily available funding for training.
The group has policies that raise awareness of modern slavery, ethical trading and human rights.
The group has close and long-standing relationships with its suppliers to guarantee superior service levels, product quality and availability, cost competitiveness, and timely deliveries.
The group aims to exceed the expectations of its customers through innovative solutions, and to be the long-term partner for our customers.
The group is an important job contributor to both directly employed staff, and trusted long-term subcontract partners across the UK. We challenge ourselves to reduce our impact on the environment and we make huge impacts via our client renewable energy solutions.
Employee / colleague involvement
The directors ensure that all employees are aware of the objectives and results of the group and their own individual companies through presentations and day-to-day conversations. The directors have focused on providing a modern and positive work environment for all employees, and opportunities for all to grow and achieve their individual potential. The group offers very flexible working arrangements, including hybrid working, with use of technology to allow extensive home / collaborative working.
The directors benchmark with comparable employers and believe the group is a fair employer and rewards its staff appropriately.
Health and safety
The group has an excellent health and safety record allied to staff workforce and well-being. We are transparent with our clients and employ third-party advisors to inspect and report on all our activities and to promote industry best practice. The Board review health, safety and wellbeing weekly and have a comprehensive package of wellbeing support in place.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The company was incorporated on 10 February 2022 and began trading on 22 August 2022 when, via a share-for-share exchange on this date, it assumed control of Brackley Investments Limited, Whitecross@Stepnell (Holdings) Limited and Whitecross@Stepnell Limited.
Subsequently, on 28 March 2024 via a further share-for-share exchange transaction, the company assumed control of Aspen Evo Holdings Limited and its direct and indirect subsidiaries, EvoEnergy Limited, Aspen Retirement Limited, SunShare Community Nottingham Plc, Aspen Extra Living Limited and Aspen Retirement Living Limited. Merger accounting was applied in respect of this transaction and, as such, the consolidated financial statements for the year ended 31 March 2025 present the comparative year as if the group had always existed.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £1,161,343. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Details of post reporting date events are disclosed in the notes to the financial statements.
The directors anticipate the business environment will remain supportive whilst competitive, and they believe the group is in a good financial position to respond to any changes in market conditions.
The group will continue to look for further opportunities for growth in all areas of the business.
The Board continue to adopt a selective approach to tendering and incoming enquiries, selecting those to which its market-leading skills base is best suited, and where terms and conditions do not impose unacceptable levels of construction or financing risk. All contracts are reviewed and negotiated in detail before a “Deal / No Deal” decision is made.
The group will continue to operate across the UK and focus on service to our clients. The group will consider opportunities abroad if there is an obvious solution where our expertise and intellectual property can add value and generate a suitable return, and the risks can be appropriately managed.
We are proud of our hard-earned reputation for innovation, quality and the meticulous efforts of our teams, and we continue to consistently deliver an excellent product / solution with a low level of latent defects.
We endeavor to be the long-term partner for our existing clients and to identify opportunities with new emerging technologies.
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
We have audited the financial statements of Brackley Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £9,932,116 (2024 - £1,073,381 profit).
Brackley Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Brackley Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
Brackley Holdings Limited acquired 100% of the share capital of Aspen Evo Holdings Limited and its group via a share-for-share exchange under a group reconstruction on 28 March 2024. The directors, having considered the substance of this transaction, have applied merger accounting to this group reconstruction in accordance with section 19.27 of FRS 102.
Merger accounting requires that the results of the group are presented as if the group has always been in its present form and does not require a re-evaluation of fair values as at the point of acquisition. Accordingly, a merger reserve exists which represents the difference between the net assets of the group as at that date and the retained profits recognised by the group as at that date.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Brackley 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 March 2025. 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.
Unless where merger accounting has been applied, as described in the basis of accounting, subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures 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.
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.
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.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Turnover from contracts for the provision of installation services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is assessed by project managers. Where the outcome cannot be estimated reliably, turnover is recognised only to the extent of the expenses recognised as recoverable. Turnover relating to retentions and warranties is recognised once it is deemed recoverable.
Turnover relating to the Energy contract supply agreements and Feed in Tariffs ("FITs") is accrued as generated. Management has adopted the policy of recognising FITs turnover, based on the price for the relevant period
Turnover relating to consultancy services is recognised as the service is provided to the customer.
Income derived from the sale of leasehold interests in apartments is recognised in the period in the which the sale was completed. Ground rent is recognised in the period to which it relates.
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.
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, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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.
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, 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
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.
Related parties
The company have taken advantage of the exemption available under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly-owned subsidiaries within the group.
Finance debtor and service income
One of the group's subsidiaries is an operator of a Private Finance Initiative ("PFI") contract. During the construction phase of the project, all attributable expenditure is valued as work in progress. Upon becoming operational, the costs were transferred to the finance debtor.
During the operational phase, income is allocated between interest receivable and the finance debtor using a project specific interest rate. The remainder of the PFI unitary charge income is included within turnover. The group recognises income in respect of the services provided as it fulfils its contractual obligations in respect of those services and in line with the fair value of the consideration receivable in respect of those services.
Major maintenance costs are recognised on a contractual basis and the revenue in respect of these services is recognised when these services are performed.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Turnover and costs in relation to installation contracts are recognised based on the stage of completion of each contract. Project costs are forecast using the contract plan of works and expected timeframe of the project. The stage of completion of each such contract requires an estimation of the proportion of services performed to date as a percentage of the overall contract.
At the year end, a provision of £271,668 (2024: N/A) was made against one such ongoing contract.
The company is an operator of a Private Finance Initiative ("PFI") contract. During the construction phase of the project, all attributable expenditure is valued as work in progress. Upon becoming operational, the costs were transferred to the finance debtor and income is allocated between interest receivable and the finance debtor using a project specific interest rate. During the current year, finance income of £550,494 was receivable by the company in respect of this.
The remainder of the PFI unitary charge income is included within turnover. The company recognises income in respect of the services provided as it fulfils its contractual obligations in respect of those services and in line with the fair value of the consideration receivable in respect of those services.
Major maintenance costs are recognised on a contractual basis and the revenue in respect of these services is recognised when these services are performed.
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.
Derivative financial instruments
The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.
As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates of £33,563 has been recognised in the statement of comprehensive income.
Impairment of fixed asset investments
In the financial statements of the parent undertaking the directors estimate whether there is any impairment in the carrying value of fixed asset investments in subsidiary undertakings on an annual basis with reference to future expected performance of its subsidiaries. Any such impairment is charged to profit and loss.
Finished goods and goods for resale are valued at the lower of cost and sales price less costs to sell. Sales price less costs to sell include, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, including forecast consumer demand and the promotional, competitive and economic environment in which the group operates. The provision included in the financial statements as at 31 March 2025 is £181,050 (2024: £181,115).
When turnover is recognised for the sale of goods or installation services, a provision is made for the estimated cost of any warranty obligation. This provision is measured based on the probability weighting of possible outcomes, taking industry specific knowledge into consideration. At the 31 March 2025, the warranty provision was £1,696,539 (2024: £793,988).
Trade debtors are stated at invoice price less an appropriate estimate for bad and doubtful debts. Calculation of the amount of this provision requires judgement of the directors, based on their assessment of the creditworthiness of each customer. At the 31 March 2025, the bad debt provision was £56,968 (2024: £129,047).
The carrying value of associates is based on initial cost plus changes in the movement of net assets since acquisition. Any impairment in the carrying value requires an estimation of the future expected performance of each associate for which there is an inherent uncertainty. There has been no impairment estimated by the directors at the year end.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Additions to the company's investments in subsidiaries and associates include an amount of £4,854,543 received via distributions in specie, being equal to the book value of these investments.
Details of the company's subsidiaries at 31 March 2025 are as follows:
As a result of a group reorganisation enacted prior to the year end, the subsidiaries EvoEnergy Limited and Aspen Retirement Limited became direct subsidiaries of the company, whereas these were previously indirect subsidiaries of the company via the interim parent company, Aspen Evo Holdings Limited.
The parent company, Brackley Holdings Limited, has provided a parental guarantee in relation to Aspen Evo Holdings Limited and Aspen Retirement Limited and therefore these companies are exempt from the requirement to be audited under the S479A to S479C of the Companies Act 2006 for the year ended 31 March 2025.
Whitecross@Stepnell Limited is a wholly-owned subsidiary of Whitecross@Stepnell Holdings Limited .
SunShare Community Nottingham Plc is a wholly-owned subsidiary of EvoEnergy Limited.
Aspen Retirement Limited's subsidiaries Aspen Extra Living Limited and Aspen Retirement Living Limited are exempt from audit under section 480 of the Companies Act by virtue of being dormant companies.
Details of associates at 31 March 2025 are as follows:
Broughton Astley Golf & Leisure Limited is a wholly-owned subsidiary of Brackley Property Developments Limited. The group's share of the losses of this associate for the year was £157,434.
The group and company increased its shareholding during the year from 34.8% to 40.9% in the ordinary share capital of Retirement Security Limited by acquiring additional shares for consideration of £83,082. The group's share of the profits for the year of this associate was £18,188.
During the year, the group and company received dividends of £48,332 from Retirement Security Limited.
The year end provision against finished goods and goods for resale was £181,050 (2024: £181,115).
The year end provision against other work in progress was £271,668 (2024: N/A).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Included in other debtors falling due after more than one year is an amount of £621,000 which attracts interest at a rate of 3% above the Bank of England base rate, which does not compound. Interest of £40,900 (2024: £41,327) was accrued as receivable during the year ended 31 March 2025. This amount of £621,000 plus accrued interest of £82,227 totalling £703,227 has an agreed final repayment of November 2028, with early repayment allowed.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above in relation to tax losses carried forward is expected to reverse within the next 12 months against expected taxable profits to be generated by the group and company.
Amounts owed by group undertakings are unsecured and repayable on demand. Interest is charged at 3% above the Bank of England base rate.
Debenture loans were issued by a subsidiary undertaking in 2014 where it refinanced its long-term debt by issuing debentures which were offered for sale under a Crowd Funding Project. The total amount received by the subsidiary undertaking in 2014 was £896,000. The debentures carry a fixed rate of interest of 6.5% and are repayable in equal instalments over a 19 year term.
Bank loans accrue interest per annum at a rate of 1% above LIBOR and are repayable in quarterly instalments up to the final repayment date of 30 November 2029. Refer to note 23 for details of an interest rate swap in place in relation to these bank loans.
Bank loans are secured by way of a fixed and floating charge over the assets of the subsidiary, Whitecross@Stepnell Limited. The parent company of Whitecross@Stepnell Limited, Whitecross@Stepnell Holdings Limited, has provided a guarantee over these bank loans.
The group is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The group has managed its exposure to this risk by entering into a variable-to-fixed interest rate swap in relation to long-term bank loans outstanding as at the balance sheet date. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.
As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the group statement of comprehensive income. The movement recognised in the group statement of comprehensive income in the current year in relation to changes in the fair value of interest rate swaps in place at the balance sheet date was a gain of £33,563 (2024: £78,243).
When turnover is recognised for the sale of goods or installation services, a provision is made for the estimated cost of any warranty obligation. This provision is measured based on the probability weighting of possible outcomes, taking industry specific knowledge into consideration.
A provision has been made for potential dilapidation costs of exiting the building the company rents and operates from at the end of the lease term. Refer to the Operating lease commitment note for commitments in respect of this at the balance sheet date.
Provisions made for onerous contracts relate to anticipated penalties in line with contractual terms which the directors consider may be payable.
On 25 March 2025, the company redesignation its C Ordinary shares of £0.15 each to Ordinary shares of £0.15 each. The Ordinary shares of £0.15 each rank pari passu and shall entities their holders to receive:
a) all the profits of the company available for distribution by way of dividend or otherwise and resolved to be so distributed;
b) on any winding up of the company or any other return of capital the surplus assets of the company; and
c) notice of, attend and vote at general meetings. The holders of the Ordinary shares shall be entitled to one vote in respect of each such share held.
Prior to this, the C Ordinary shares ranked pari passu in relation to voting rights, rights to distributions and any capital rights on the any winding up of the company. The C Ordinary shares were not redeemable.
During the year ended 31 March 2024, the company had reduced the nominal value of each C Ordinary share from £10 per share to £0.15 per share and as a result reduced the value of the issued share capital of the company from £7,312,640 to £109,690. Therefore, the company also cancelled and extinguished capital to the extent of £9.85 per C Ordinary share with £7,202,950 transferred to distributable profit and loss reserves. This amount is considered by the directors to be distributable as per company law.
During the year ended 31 March 2024, the company had also issued 588,440 C Ordinary shares with a nominal value of £0.15 each to the shareholders of Aspen Evo Holdings Limited in exchange for acquiring 100% of the issued ordinary shares of this company pursuant to a share-for-share arrangement as set out in a Share Purchase Agreement in place between the company and the former shareholders of Aspen Evo Holdings Limited.
The merger reserve arises due to the application of merger accounting to a transaction enacted on 28 March 2024 whereby the company acquired 100% of the share capital of Aspen Evo Holdings Limited and its subsidiary undertakings by way of a share-for-share exchange. Refer to the basis of accounting section within the accounting policy note.
Non-distributable reserves relate to investments in subsidiaries and associate undertakings acquired by company as part of a demerger transaction enacted in August 2022, where these investments were transferred to the company via distributions in specie. The movement in the current year relates to dividends received from these subsidiaries which have been recognised against the value of the investments as a return of investment, thus reducing the equivalent allocation to non-distributable reserves accordingly.
Retained earnings include all current and prior period retained profits and losses.
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:
During the year, the group made charges to certain companies with common directors and shareholders of £74,022 (2024: £39,941) which is included in other operating income in the group statement of comprehensive income.
During the year, the group had interest receivable from an associate undertaking of £381,684 (2024: £379,815) which is included in interest receivable and similar income in the group statement of comprehensive income.
During the year, the group had interest payable to certain companies with common directors and shareholders of £Nil (2024: £9,236) which is included in interest payable and similar expenses in the group statement of comprehensive income.
At the balance sheet date, the group was owed £1,233,377 (2024: £4,672,908) from certain companies with common directors and shareholders which is included in other debtors payable within one year.
At the balance sheet date, the group was owed £29,789 (2024: £42,587) from an associate undertaking which is included in other debtors falling due within one year, and £4,677,878 (£5,514,252) which is included in other debtors falling due after more than one year.
At the balance sheet date, the group owed £34,115 (£4,473,585) to certain companies with common directors and shareholders which is included in other creditors falling due within one year.