The directors present the strategic report and financial statements for the year ended 31 March 2025.
WNF's primary focus is supplying and managing housing and care home stock, mainly for the social care market. This is a highly competitive market and WNF operates as a small organisation that works in close conjunction with a local social care provider. The continual political uncertainty has made it difficult to make long term investment decisions. WNF has continued to invest where appropriate during these times using a cautious investment strategy and, in the year, we have added to our stock a few quality properties.
The trading subsidiary continues to focus on its primary service as providing support for people with learning disabilities and autism and as noted previously we have shifted our remit to support more people with complex histories that have been excluded from society and have been contained in long stay hospital. Therefore, in the past year, our strategic objectives, and our growth continues to centre on highly complex individuals with learning disability and autism. Individuals with these complex support needs require an environment and home that is sustainable to their development and helps them to integrate back into their community. Therefore, this impacts on our housing investment, which falls within the high-end market provision of houses. Although this has been costly, it is lucrative in returns on investment and positioning the company for future provision to people that have been in long term hospitals who are hard to reach and place. However, due to government funding and continuing austerity measures, this continues to be a very challenging market, and we proceed with caution about our purchases, carefully evaluating our return on investment, profitability and our ability to resale.
Impact of political climate following Brexit and the effect this will have on both the property and investment markets
Government policies relating to the rental market
Surge in house building that could affect long term house prices and our ability to attract housing benefit
Bad tenants that do not pay or damage property due to their particular challenges such as behaviours and complex histories
Performance of social care provider generally and the funding streams available via our commissioning structures
Increasing costs to maintain the standards of property that produce high quality support
The sector continues to be challenging and austerity will remain for many years to come as different councils and Clinical Commissioning Groups struggle to fund the growing social care market. The group is also impacted by a variety of other risks and uncertainties to its trading subsidiary, including, but not limited to:
lack of appropriate referrals from local authorities that meet our costing model
ability to identify, develop, and market new services in times of Government austerity
changes in economic conditions and housing priorities for people with vulnerabilities
changes in central and local government policies that will immediately impact the people we support
changes in regulatory and statutory laws, particularly around the housing provision of support
credit risks, including the ability to manage working capital and collect outstanding customer receivables
ability to respond to the changes in information technology systems
Price Risk
The group constantly reviews both its own and supplier prices and national minimum/living wage requirements. The group maintains its own human resources department and uses a range of suppliers for each area of provision to ensure that market prices for purchases are achieved.
Credit Risk
The group mainly trades with long standing customers, the nature of these relationships assist management in controlling its credit risk in addition to the normal credit management processes.
Liquidity Risk
The group finances its operations through retained earnings from previous years. Cash assets are invested safely to ensure the funding to meet expenditure commitments is available. Management control and monitor the group's cash flow on a regular basis, including forecasting future cash flows.
Currency Risk
The group is not exposed to foreign currency exchange rate risks.
In the company:-
Continued to work towards our 10-year strategy laid out in the previous financial year.
Following lessons learned of our new developments, we have standardised our service offer to minimise costs and attract housing benefit.
Made plans to seek funding for further investment in new properties to allow our continued expansion.
In the trading subsidiary: -
Delivered 12.7% growth in revenue.
Commissioner relationships have continued to develop in areas such as York, West Midlands and Hull; added to our core areas in West Yorkshire, this is where we will be continuing to grow the business model based on our strong brand and reputation.
A strong pipeline of referrals continues to be developed, building on our excellent relationships with new and existing commissioning bodies.
Future Developments |
In the company:-
In the trading subsidiary:-
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The Directors consider the Key Performance Indicators for the group to be turnover, gross profit percentage and profit before tax. This year's results for the group show turnover of £21.5m (2024: £19.1m), gross profit percentage of 19.1% (2024: 19.8%) and profit before tax of £0.6m (2024: £1.2m).
The balance sheet of the group is healthy with cash at bank of £1.8m (2024: £2.2m), net current assets of £0.8m (2024: £0.9m) and net assets of £9.6m (2024: £9.4m). The majority of all these amounts originate from the company's balance sheet, which means it too, is strong.
The company has taken advantage of the exemption available to medium-sized companies not to disclose 'non-financial' key performance indicators.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £260,600. 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:
The auditor, Haigh Accountants Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of WNF Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of income and retained earnings, the group balance sheet, the company balance sheet, 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.
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 risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through collusion.
By focusing on material amounts and disclosures and using a risk-based approach, we have a reasonable chance of detecting material misstatements due to irregularities including fraud. However, due to the sampling method of testing, as allowed by auditing standards, we cannot guarantee that, if such irregularities, including fraud are present within the company and group's financial system, our audit will detect all of them.
Robust internal controls operated by the group can increase the detection of such irregularities, but this is not always present in small to medium sized companies that are often owner managed.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and group and determined that the most significant are those that relate to compliance with the Care Quality Commission, the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK.
We communicated the identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
Audit procedures performed by the engagement team to detect irregularities, including fraud from instances of non-compliance with laws and regulations included:
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations. As one of the three directors is involved in the day-to-day running of the business, he can exert close oversight of the management team and finance department.
Challenging assumptions and judgements made by management in its significant accounting estimates that involved making assumptions.
Testing any transactions entered that are outside of the normal course of the company and group's business.
Reviewing recent correspondence with the group's legal advisors to ensure that it aligns with any conclusions drawn in respect of any outstanding or uncertain legal matters.
Reading key correspondence from regulatory bodies, including recent inspections carried out by the Care Quality Commission.
Inspecting a sample of care home and medication audits that have taken place throughout the year.
However, the primary responsibility for the prevention and detection of fraud still rests with both those charged with governance of the entity and the management team.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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 £113,631 (2024 - £42,125 loss).
WNF Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Wright Suite, First Floor, The Brewhouse, Nostell Business Estate, Wakefield, WF4 1AB.
The group consists of WNF Group 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 and to include investment properties and an interest free loan at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
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’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The consolidated financial statements incorporate those of WNF Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
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.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover represents amounts receivable for services provided, net of trade discounts. Turnover in respect of service contracts (including property leases) is recognised when the company obtains the right to receive consideration for the services rendered to its customer. When income is invoiced in advance, that part relating to after the balance sheet date, is deferred.
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.
Land is not depreciated.
Items under £500 are to be expensed unless they are part of a larger, related expenditure of over £500 which will last more than one year. If the item replaces an existing asset that is not separately identifiable on the fixed asset register then unless it is a significant improvement on the item that it has replaced, the cost is expensed.
Contrary to the above, all boiler acquisitions are capitalised. Boiler's that are replaced are only disposed of from the fixed asset register if they are separately identifiable.
For properties that are purchased and work is carried out in the first six months of ownership then if an item is replacing an existing asset it should be capitalised and recorded on the fixed asset register as long as the total cost is over £500 and it will last longer than one year.
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.
At each reporting period end date, the group reviews the carrying amounts of its tangible 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.
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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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.
Management exercises judgement in determining the classification of leases as finance leases or operating leases at inception of the lease. Where the lease term constitutes substantially all of the economic life of the asset, or where the present value of the minimum lease payments amounts to substantially all of the fair value of the asset, the lease is classified as a finance lease. All other leases are classified as operating leases.
Contingent liabilities are possible obligations whose existence will be conferred only on the occurrence or non-occurrence of uncertain future events outside the group's or company’s control, or present obligations that are not recognised because it is not probable that a settlement will be required or the value of such payment cannot be reliably estimated. The group and company do not recognise contingent liabilities but, when necessary, discloses them in the notes to the financial statements.
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.
Where there are indications of impairment, management performs an impairment test. For trade debtors this may simply be a review of the age profile of the debtors against the relevant payment terms and consideration of the debtors’ payment history. Any other relevant factors, of which management are aware, will also be considered, together with comparison of historical impairment provisions against actual outcomes
In order to implement the group's and company’s accounting policy in respect of tangible fixed assets, management has to estimate the useful life of each category of such assets, determine which category individual assets belong, estimate the possibility and amount of residual values and allocate the cost of some assets between their major components, when such components have different useful lives. Management relies on industry knowledge, local facts, commonly used accounting practices, prior experience, specialist/professional advice (both current and historic) and any other relevant information which they are aware of, in order to make these estimates.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual 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:
Investment property comprises several buy-to-let residential properties. The fair value of the investment properties at the year-end date has been estimated by taking their professional valuations at December 2016 and March 2023 and applying a suitable house price index movement where appropriate. The directors then compared such estimates to their knowledge gained from the local market and property consultants and agents used by the company, to ensure no significant variation.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions (both employer and employee) totalling £126,790 (2024: £52,207) were payable to the fund at the balance sheet date and are included in creditors.
These non-distributable reserves have arisen from changes in the fair value of the investment property held and are not subject to corporation tax until the investment properties are sold.
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:
Amounts contracted for but not provided in the financial statements:
Since the year-end date the Company paid out dividends of £125,000 (2024: £137,000). The Company also received a dividend of £1.2m from its subsidiary after the year end.
Dividends Paid
During the year, the company paid dividends of £180,600 (2024: £165,000) to shareholders who were also directors of the company.
Debenture and Charges
Mr G Clough and Mrs M Clough each hold a debenture for the value of £92,381, secured against various company assets, dated 28 March 2003 and a legal charge for the value of £48,000, secured against the company's property at 60 Pontefract Road, Featherstone, dated 28 March 2003.
Director Loan Account Balances
At the balance sheet date amounts totalling £144,002 (2024: £136,539) were owed to the company by the directors. Also at the balance sheet date a balance of £1,662 (2024: £Nil) was owed to the director by the company.
Other
During the year ended 31 March 2025, the group provided a loan of £50,000 to a related party with common shareholders and directors. The loan is unsecured, carried interest at 2% per annum, and is repayable by 31 December 2025. No guarantees were given or received in respect of this balance.
As at 31 March 2025, the group has recognized a provision for the full amount of the loan due to uncertainty over recoverability. The carrying amount of the loan after provision is £nil.