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Registered number: 12968898
Rother DC Housing Company Ltd
Directors' report and financial statements
For the year ended 31 March 2025
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Rother DC Housing Company Ltd
Company Information
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C D Tyson (appointed 1 April 2025)
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Rother DC Housing Company Ltd
Contents
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Independent auditor's report
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Statement of income and retained earnings
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Notes to the financial statements
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Rother DC Housing Company Ltd
Directors' report
For the year ended 31 March 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
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The directors are responsible for preparing 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 2006. They 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.
The principal activity of the company is that of property development.
The directors who served during the year were:
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S McGurk (appointed 1 March 2025, resigned 20 May 2025)
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On 1 April 2025 C D Tyson was appointed as a Director, after the year end.
Disclosure of information to auditor
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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 1
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Rother DC Housing Company Ltd
Directors' report (continued)
For the year ended 31 March 2025
The audit registration of Kreston Reeves LLP was transferred to Kreston Reeves Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the company on 6 October 2025.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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R B Thomas
Director
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Page 2
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Rother DC Housing Company Ltd
Independent auditor's report to the members of Rother DC Housing Company Ltd
We have audited the financial statements of Rother DC Housing Company Ltd (the 'Company') for the year ended 31 March 2025, which comprise the Statement of income and retained earnings, the Balance sheet and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 March 2025 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.
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
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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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Page 3
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Rother DC Housing Company Ltd
Independent auditor's report to the members of Rother DC Housing Company Ltd (continued)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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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 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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 1, 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 4
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Rother DC Housing Company Ltd
Independent auditor's report to the members of Rother DC Housing Company Ltd (continued)
Auditor's responsibilities for the audit of the financial statements
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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:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries. Audit procedures performed by the engagement team included:
∙ Discussions with management and assessment of known or suspected instances of non-compliance with
laws and regulations and fraud; and
∙ Assessment of identified fraud risk factors; and
∙ Identifying and assessing the design effictiveness of controls that management has in place to prevent
and detect fraud; and
∙ Identifying key contracts and confirming that all required procurement and tendering procedures have
been followed; and
∙ Checking and reperforming the reconcilliation of key control accounts; and
∙ Confirmation of related parties with management, and review of transactions throughout the period to
identify any previously undisclosed transactions with related parties outside the normal course of
business; and
∙ Reading minutes of meetings of those charged with governance; and
∙ Identifying and testing journal entries, in particular any manual entries made at the year end for financial
statement preperation.
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.
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Rother DC Housing Company Ltd
Independent auditor's report to the members of Rother DC Housing Company Ltd (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙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. 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.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Graham Hunt BA FCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
Brighton
28 November 2025
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Rother DC Housing Company Ltd
Statement of income and retained earnings
For the year ended 31 March 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Retained earnings at the beginning of the year
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Retained earnings at the end of the year
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The notes on pages 9 to 12 form part of these financial statements.
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Page 7
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Rother DC Housing Company Ltd
Registered number: 12968898
Balance sheet
As at 31 March 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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R B Thomas
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The notes on pages 9 to 12 form part of these financial statements.
Page 8
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Rother DC Housing Company Ltd
Notes to the financial statements
For the year ended 31 March 2025
The company is a private company limited by share capital incorporated in England and Wales.
The registered number is: 12968898
The address of the registered office and principal place of business is:
Town Hall, London Road, Bexhill-On-Sea, East Sussex, TN39 3JX
2.Accounting policies
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Basis of preparation of financial statements
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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 ("FRS 102") and the Companies Act 2006.
The following principal accounting policies have been applied:
At the balance sheet date, the company has net liabilities of £4,542,946. This includes an amount owed to its shareholder of £9,808,008. The directors have obtained written confirmation that the shareholder will continue to support the company for a period of at least 12 months from the date of approval of the financial statements. The directors, therefore, consider it reasonable for the financial statements to be prepared on a going concern basis.
Interest income is recognised in profit or loss using the effective interest method.
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.
Where finance costs on borrowings are directly attributable to work in progress, the finance costs are capitalised in line with note 2.5.
Work in progress comprises land and development costs to date and is stated at the lower of cost and the estimated net realisable value of the completed project.
Cost includes all directly attributable expenditure and those indirect overheads that have been incurred in bringing the project to its present condition. Borrowing costs which are directly attributable to the work in progress project are capitalised as work in progress and carried forward as an asset on the balance sheet.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 9
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Rother DC Housing Company Ltd
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgments, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
The following judgments have had the most significant impact on amounts recognised in the financial statements:
Work in progress
Judgment and estimation is involved in determining whether the work in progress is held at the lower of cost and net realisable value. The directors prepare budgets for the total costs anticipated on the project to completion. The total project costs are then compared with the anticipated selling price to assess the anticipated profitability of the project. If the estimated total project costs are forecast to exceed the net realisable value of the project, a provision is made. The directors consider that no provision is required at the year end.
Judgment is also involved in determining which costs relate to the project, and should therefore be capitalised within work in progress, against those that are administrative in nature and expensed through the Statement of Income and Retained Earnings.
The value of work in progress at the year end is £6,901,578 (2024: £966,859).
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The average monthly number of employees, including directors, during the year was 5 (2024: 4).
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Page 10
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Rother DC Housing Company Ltd
Notes to the financial statements
For the year ended 31 March 2025
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Page 11
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Rother DC Housing Company Ltd
Notes to the financial statements
For the year ended 31 March 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due 2-5 years
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Other loans reflect amounts loaned by the Shareholder to the Company via a drawdown facility. The maximum agreed facility is £35m and any balance drawn down is repayable by 31 March 2028. The rate of interest charged is set at 3% above the prevailing interest rate offered to the Shareholder by the Public Works Loan Board at the date of each drawdown. Unpaid interest is capitalised and added to the outstanding loan balance. Security has been given to the Shareholder in the form of a fixed charge over the land and any proceeds arising from the development of the land, as well as a floating charge over any property or undertaking of the Company.
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Related party transactions
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Rother District Council
(Ultimate controlling party)
During the year, Rother District Council ("RDC") provided additional loan amounts totalling £4,473,000 (2024: £1,988,300) to the Company. Interest has been charged on the loan in the year of £386,688 (2024: £96,541). At the year end, the balance owed to RDC totalled £9,808,008 (2024: £4,948,319). The interest charged to date of £726,708 and the capital drawdown of £9,081,300 have been included within other loans as set out within Note 8 and 9.
During the year, RDC recharged costs to the Company totalling £234,860 (2024: £122,818), of which £200,366 was included within accruals last year. The Company also purchased land for a cost of £547,000 from RDC (2024: £nil). At the year end, the Company owed RDC £276,115 (2024: £nil) which is included within trade creditors. Additional charges totalling £90,021 (2024: £200,366) are included within accruals at the year end.
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The Company’s parent is Rother District Council which is the ultimate controlling party by virtue of its shareholding.
Rother District Council's principal place of business is: Town Hall, London Road, Bexhill-on-Sea TN39 3JX.
Page 12
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