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Registered number: 10069333 MTD HOUSING LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
MTD HOUSING LIMITED COMPANY INFORMATION
MEMBERS OF THE BOARD | Samantha Bettinson
| Neil Ayre
| Peter Hibbert
COMPANY SECRETARY | William Bennett
REGISTERED NUMBER | 10069333
REGISTERED OFFICE | 12th Floor
| Aldgate Tower
| 2 Leman Street
| London
| E1W 9US
INDEPENDENT AUDITORS | Gravita Audit II Limited
| Chartered Accountants & Statutory Auditor
| Aldgate Tower
| 2 Leman Street
| London
| E1 8FA
REGULATOR OF SOCIAL HOUSING REGISTRATION NUMBER | 5063
MTD HOUSING LIMITED CONTENTS
| Page
Directors' Report | 1 - 3
Independent Auditors' Report | 4 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Statement of Changes in Equity | 10
Statement of Cash Flows | 11
Notes to the Financial Statements | 12 - 23
MTD HOUSING LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 APRIL 2025 The directors present their report and the financial statements for the year ended 30 April 2025.
PRINCIPAL ACTIVITY
MTD Housing Limited ("the Company") is a registered provider of social housing for profit. The Company is a private company limited by shares incorporated under the Companies Act 2006 and is registered in England and Wales. The principal activity of the Company is to provide and manage social housing. The Company is regulated by the Regulator of Social Housing.
BUSINESS REVIEW
The Company's turnover for the year increased to £4,910,074 (2024 - £798,453). Rental income has increased in line with purchases of rented social housing. The Company made a loss before tax of £8,173,406 (2024 - £721,622). The loss is being driven by the fair value movement in the year.
ADDITIONAL MATTERS
As a Registered Provider, who holds housing units at the year end, the company is achieving value for money by reviewing expenditure to date, is compliant with the Governance & Financial Viability Standard as applicable given the level of activity undertaken to date.
INTERNAL CONTROLS ASSURANCE
The directors acknowledge their overall responsibility for establishing and maintaining the whole system of internal control and for reviewing their effectiveness. The system of internal control is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and to provide reasonable, and not absolute, assurance against material misstatement or loss. In meeting its responsibilities, the directors have approved an effective framework to identify and manage the significant risks to the company's operations. This risk-based approach to establishing and maintaining internal controls is embedded within day to day management and governance processes. The approach includes the regular evaluation of the nature and extent of risks to which the company is exposed and is consistent with best practice. Page 1
MTD HOUSING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
DIRECTOR'S RESPONSIBILITY STATEMENT
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 United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice and applicable laws), including FRS102, 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; ∙state whether applicable UK Accounting Standards & the Statement of Recommended Practice (SORP) for registered social housing providers 2018 have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 and the Accounting Direction for Private Registered Providers of Social Housing 2022. 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.
DIRECTORS
The directors who served during the year were:
Samantha Bettinson
Neil Ayre
Peter Hibbert
DISCLOSURE OF INFORMATION TO AUDITORS
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 auditors are 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 auditors are aware of that information. Page 2
MTD HOUSING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
SMALL COMPANIES NOTE
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 on 28 November 2025 and signed on its behalf.
William Bennett Secretary
Page 3
MTD HOUSING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MTD HOUSING LIMITED OPINION We have audited the financial statements of MTD Housing Limited (the 'Company') for the year ended 30 April 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity, the Statement of cash flows 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 30 April 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, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing 2022. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. CONCLUSIONS RELATING TO GOING CONCERN In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the company's ability to continue as a going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. OTHER INFORMATION The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 4
MTD HOUSING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MTD HOUSING LIMITED (CONTINUED) OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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 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 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. AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Page 5
MTD HOUSING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MTD HOUSING LIMITED (CONTINUED) The extent to which the audit was considered capable of detecting irregularities including fraud Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the for profit social housing sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including, but not limited to, the Companies Act 2006, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing 2022, taxation legislation and other laws and regulations applicable to a registered social housing provider in England; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙understanding the business model as part of the control and business environment; ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations and; ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙enquiring of management as to actual and potential litigation and claims; ∙reviewing correspondence and enquiring with the company of actual and potential non-compliance with laws and regulations; and ∙reading the minutes of meetings of those charged with governance. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Page 6
MTD HOUSING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MTD HOUSING LIMITED (CONTINUED) Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentations or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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. Ian Hughes ACA (Senior statutory auditor) for and on behalf of Gravita Audit II Limited Chartered Accountants Statutory Auditor Aldgate Tower 2 Leman Street London E1 8FA 28 November 2025 Page 7
MTD HOUSING LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 APRIL 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 4,910,074 | 798,453
Cost of sales |  | (2,708,996) | (721,303)
GROSS PROFIT |  | 2,201,078 | 77,150
Administration Expenses |  | (1,101,678) | (242,117)
Profit on sale of investment properties | 3 | 329,696 | -
Fair value movements | 8 | (7,819,495) | -
OPERATING LOSS |  | (6,390,399) | (164,967)
Interest receivable and similar income |  | 72,831 | 9,090
Interest payable and similar expenses |  | (1,855,838) | (565,745)
LOSS BEFORE TAX |  | (8,173,406) | (721,622)
Tax on loss | 7 | (891,801) | -
LOSS FOR THE FINANCIAL YEAR |  | (9,065,207) | (721,622)
OTHER COMPREHENSIVE INCOME FOR THE YEAR |  |  |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |  | (9,065,207) | (721,622)
The notes on pages 12 to 23 form part of these financial statements.
Page 8
MTD HOUSING LIMITED REGISTERED NUMBER: 10069333 STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
FIXED ASSETS |  |  |  |  |
Investment property | 8 |  | 86,079,938 |  | 47,741,236
|  |  | 86,079,938 |  | 47,741,236
CURRENT ASSETS |  |  |  |  |
Stocks | 9 | 228,730 |  | 2,281,717 |
Debtors: amounts falling due within one year | 10 | 1,549,091 |  | 1,208,983 |
Cash at bank and in hand |  | 3,984,631 |  | 704,109 |
|  | 5,762,452 |  | 4,194,809 |
Creditors: amounts falling due within one year | 11 | (2,223,610) |  | (999,847) |
NET CURRENT ASSETS |  |  | 3,538,842 |  | 3,194,962
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 89,618,780 |  | 50,936,198
Creditors: amounts falling due after more than one year | 12 |  | (35,605,988) |  | (18,000,000)
PROVISIONS FOR LIABILITIES |  |  |  |  |
Deferred tax | 13 | (891,801) |  | - |
|  |  | (891,801) |  | -
NET ASSETS |  |  | 53,120,991 |  | 32,936,198
CAPITAL AND RESERVES |  |  |  |  |
Called up share capital | 14 |  | 63,250,200 |  | 34,000,200
Investment property revaluation reserve | 15 |  | 2,675,402 |  | -
Profit and loss account | 15 |  | (12,804,611) |  | (1,064,002)
TOTAL EQUITY |  |  | 53,120,991 |  | 32,936,198
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 November 2025.
Samantha Bettinson
Director
The notes on pages 12 to 23 form part of these financial statements. Page 9
MTD HOUSING LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025
| Called up share capital | Investment property revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 May 2024 | 34,000,200 | - | (1,064,002) | 32,936,198
COMPREHENSIVE INCOME FOR THE YEAR |  |  |  |
Loss for the year | - | - | (9,065,207) | (9,065,207)
Deferred tax movements | - | (891,801) | 891,801 | -
Transfer revaluation during the year | - | 3,567,203 | (3,567,203) | -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | - | 2,675,402 | (11,740,609) | (9,065,207)
CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS |  |  |  |
Shares issued during the year | 29,250,000 | - | - | 29,250,000
AT 30 APRIL 2025 | 63,250,200 | 2,675,402 | (12,804,611) | 53,120,991
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 May 2023 | 200 | (342,380) | (342,180)
COMPREHENSIVE INCOME FOR THE YEAR |  |  |
Loss for the year | - | (721,622) | (721,622)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | - | (721,622) | (721,622)
CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS |  |  |
Shares issued during the year | 34,000,000 | - | 34,000,000
AT 30 APRIL 2024 | 34,000,200 | (1,064,002) | 32,936,198
| The notes on pages 12 to 23 form part of these financial statements.
Page 10
MTD HOUSING LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 APRIL 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £ | £
CASH FLOWS FROM OPERATING ACTIVITIES |  |
Loss for the year | (9,065,207) | (721,622)
ADJUSTMENTS FOR: |  |
Exceptional items | - | (398,144)
Interest paid | 1,855,838 | 565,745
Interest received | (72,831) | (9,090)
Taxation charge | 891,801 | -
Decrease/(increase) in stocks | 314,764 | (2,312,831)
(Increase) in debtors | (340,108) | (1,137,095)
Increase in creditors | 1,148,316 | 958,069
Increase in amounts owed to groups | 17,605,683 | 16,912,444
Net fair value losses recognised in P&L | 7,819,495 | -
NET CASH GENERATED FROM OPERATING ACTIVITIES | 20,157,751 | 13,857,476
CASH FLOWS FROM INVESTING ACTIVITIES |  |
Purchase of investment properties | (44,723,122) | (46,595,662)
Sale of investment properties | 303,149 | -
Interest received | 72,831 | 9,090
NET CASH FROM INVESTING ACTIVITIES | (44,347,142) | (46,586,572)
CASH FLOWS FROM FINANCING ACTIVITIES |  |
Issue of ordinary shares | 29,250,000 | 34,000,000
Other new loans | 75,751 | -
Interest paid | (1,855,838) | (565,745)
NET CASH USED IN FINANCING ACTIVITIES | 27,469,913 | 33,434,255
INCREASE IN CASH AND CASH EQUIVALENTS | 3,280,522 | 705,159
Cash and cash equivalents at beginning of year | 704,109 | (1,050)
CASH AND CASH EQUIVALENTS AT THE END OF YEAR | 3,984,631 | 704,109
CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE: |  |
Cash at bank and in hand | 3,984,631 | 704,109
| 3,984,631 | 704,109
The notes on pages 12 to 23 form part of these financial statements.
Page 11
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
1. | GENERAL INFORMATION
MTD Housing Limited ("the company") is a private company limited by shares incorporated in England and Wales and is a registered provider of social housing for profit in the United Kingdom. The registered office is 12th Floor Aldgate Tower, 2 Leman Street, London, E1W 9US. The principal place of business is Haskell House, 152 West End Lane, London NW6 1SD. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 other than where additional disclosure is required to show a true and fair view, the Statement of Recommended Practice for Registered Social Housing Providers 2018, and with the Accounting Direction for Private Registered Providers of Social Housing 2022. The company's functional and presentational currency is GBP and rounded to the nearest £1. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates.It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | GOING CONCERN
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
| 2.3 | TURNOVER
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the rents receivable and sales of property trading stock.
| 2.4 | DEBTORS
Short term debtors are measured at transaction price, less any impairment. Page 12
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.5 | STOCKS
Stocks of properties are stated at the lower of cost and net realisable value and comprise projects under development and proportions of shared ownership properties allocated as first tranche sales. All repairs, maintenance costs and renewals are written off as incurred. When first tranche sales are completed from development projects, the residual element of the shared ownership unit is transferred to investment property on the balance sheet. At the year end a review of the market value of the first tranche element is carried out with any adjustment resulting in a change to the fair value.
| 2.6 | GOVERNMENT GRANTS
Grants transferred from other Registered Providers resulting from acquisition activity have been disclosed as a contingent liability in the Financial Statements. In some circumstances, typically when a Shared owner staircases, there arises an obligation to recycle the grant into the purchase of new affordable properties or to repay the grant to the relevant government body. Where such an obligation exists the grant will be held as a liability on the Statement of Financial Position.
| 2.7 | INTEREST INCOME
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | FINANCE COSTS
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 13
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.9 | INVESTMENT PROPERTY
The company recognises its properties as investment properties, measured at cost on initial recognition and subsequently at fair value as determined by external valuers from time to time and derived from current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the income statement. The company has deviated from the Housing SORP in treating all properties as investment property due to the following reasons: - The company holds its property to earn rentals and for capital appreciation which is the definition of investment property under FRS 102. - The company is a for-profit registered provider and so it provides social housing not solely for the purpose of holding it for social benefit but also with the aim of generating a financial return. - The accounts are prepared in accordance with the housing SORP to the extent that the SORP does not conflict with Section 1A of Financial Reporting Standard 102. The intended use of the property is the overriding criteria when determining whether a property is property, plant and equipment or investment property. The SORP guidance in this respect has not been followed since it is considered to contradict management's interpretation of FRS102. The intended use of investment properties is to earn profitable rents and/or capital appreciation and therefore the company will hold its properties as investment property at fair value with movements recognised through the income statement. Derecognition of relevant portion of the property takes place through subsequent staircasing. The difference between the net disposal proceeds and the carrying value of the relevant portion of the asset disposed is recognised in profit or loss in the period of recognition. All of the investment property relates to the company's share of the properties which they control and retain legal title to. Shared Ownership Shared ownership is where initially a long operating lease on a property is granted through the sale of an initial portion to the occupier in return for an initial payment (the first tranche). Initial sales are made from stocks where the company has built these properties. Shared owners have the right to acquire further tranches (staircasing) and any profit or loss on such subsequent sales are recognised in the income statement as part disposal of investment properties.
| 2.10 | CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 14
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.11 | PROVISIONS FOR LIABILITIES
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
| 2.12 | FINANCIAL INSTRUMENTS
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 Statement of Financial Position 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. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Page 15
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.12 | FINANCIAL INSTRUMENTS (CONTINUED)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
| 2.13 | CREDITORS
Short term creditors are measured at the transaction price. Page 16
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.14 | CURRENT AND DEFERRED TAXATION
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
3. | PROFIT ON SALE OF INVESTMENT PROPERTIES
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of Investment properties | 708,596 | -
| Historical cost | (378,900) | -
|  | 329,696 | -
| Prior years revaluation realised | - | -
|  | 329,696 | -
Page 17
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
4. | TURNOVER
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Rent receivable | 4,392,914 | 798,261
| Other income | 160 | 192
| Property sales | 517,000 | -
|  | 4,910,074 | 798,453
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 4,910,074 | 798,453
|  | 4,910,074 | 798,453
5. | AUDITORS' REMUNERATION
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 16,200 | 10,800
6. | EMPLOYEES
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administrative staff | 4 | 4
Page 18
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
7. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Current tax on loss for the year | - | -
|  | - | -
| TOTAL CURRENT TAX | - | -
| DEFERRED TAX |  |
| Origination and reversal of timing differences | 891,801 | -
| TOTAL DEFERRED TAX | 891,801 | -
| TAX ON LOSS | 891,801 | -
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (8,173,406) | (721,622)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (2,043,352) | (180,406)
| EFFECTS OF: |  |
| Timing difference leading to an increase in taxation | 891,801 | -
| Book profit on chargeable assets | (82,424) | -
| Capital gains | 82,424 | -
| Unrelieved tax losses carried forward | 88,478 | -
| Group relief | - | 180,406
| Valuation losses not taxable | 1,954,874 | -
| TOTAL TAX CHARGE FOR THE YEAR | 891,801 | -
Page 19
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
8. | INVESTMENT PROPERTY
|  | Freehold investment property
|  | £
| VALUATION |
| At 1 May 2024 (as restated) | 47,741,236
| Additions at cost | 44,723,122
| Disposals | (303,149)
| Deficit on revaluation | (7,819,495)
| Transfer from stock | 1,738,223
| AT 30 APRIL 2025 | 86,079,937
Investment properties included in the opening balance are externally valued by Savills UK as at the 30 April 2025. Investment Properties acquired in the year are valued using directors’ assessment of the fair value as at the 30 April 2025. Assets are held at fair value which is based on the Existing use Value for Social Housing (EUV-SH).
| If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Historic cost | 93,823,682 | 48,562,950
| Accumulated impairment | (11,386,699) | -
|  | 82,436,983 | 48,562,950
9. | STOCKS
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold and leasehold property | 228,730 | 2,281,717
|  | 228,730 | 2,281,717
| Stocks comprise shared ownership properties allocated as first tranche sales.
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MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
10. | DEBTORS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,217 | -
| Other debtors | 1,544,715 | 1,207,419
| Called up share capital not paid | 100 | 100
| Prepayments and accrued income | 2,059 | 1,464
|  | 1,549,091 | 1,208,983
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Recycled capital grant fund | 75,751 | -
| Amounts owed to group undertakings | - | 305
| Other taxation and social security | 12,232 | 5,022
| Other creditors | 1,341,476 | 207,850
| Accruals and deferred income | 794,151 | 786,670
|  | 2,223,610 | 999,847
12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 35,605,988 | 18,000,000
|  | 35,605,988 | 18,000,000
| On 19th January 2024, MTD Housing Limited entered into a £100m (amended on 18 November 2024 from £30m) unsecured loan agreement with St Ermin's Property Co. Limited. During the year there were drawdowns totalling £15.75m (2024: £18m).
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MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
13. | DEFERRED TAXATION
|  | 2025
|  | £
| At beginning of year | -
| Charged to profit or loss | 891,801
| AT END OF YEAR | 891,801
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax on revaluation on investment properties | 891,801 | -
|  | 891,801 | -
14. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 63,250,200 (2024 - 34,000,200) Ordinary shares of £1.00 each | 63,250,200 | 34,000,200
During the year 29,250,000 (2024: 34,000,000) ordinary shares of £1 each were issued.
15. | RESERVES
Investment property revaluation reserve The investment property revaluation reserve includes all current and prior year movements. Profit and loss account The profit and loss account includes all current and prior year retained profit and losses. Page 22
MTD HOUSING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
16. | PRIOR YEAR ADJUSTMENT
During the year, the company identified an error in the accounting treatment of a government grant contingent liability in the prior period. The company incorrectly recognised the grant repayable amount as a liability in the financial statements. The Investment Property value was also overstated by the amount of the grant liability in the prior year. As a result of the above, a prior year adjustment has been made to correct this misstatement. The comparative figures have been restated as follows, i) the liability previously recognised has been derecognised, ii) the Investment Property value in the accounts has been restated at fair value, iii) a contingent liability for the recycled grant amounts has been disclosed in the notes to the financial statements. This adjustment has no impact on the current or prior year’s profit or loss but ensures compliance with recognition and measurement principles of FRS 102.
17. | CONTINGENT LIABILITIES
During the year, the Company acquired properties with associated grant funding amounting to £10,055,865 (2024: £10,626,147). At the year end, the grant balance was £20,606,261 (2024: £10,626,147). In the event that the supported properties are sold or taken out of social housing, the company will be required to repay the grant to the grant providing body.
18. | CAPITAL COMMITMENTS
| At 30 April 2025 the Company had capital commitments as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Contracted for but not provided in these financial statements | - | 9,550
|  | - | 9,550
19. | RELATED PARTY TRANSACTIONS
| The company has taken advantage of the exemptions from disclosure available to subsidiary undertakings under FRS102 Section 1A, paragraph 1 AC.35 in connection with intra group transactions.
20. | POST BALANCE SHEET EVENTS
On 10 October 2025, the company exchanged contracts relating to purchases of social housing for £36m.
21. | CONTROLLING PARTY
The company is a wholly owned subsidiary of St Ermin's Property Co. Limited, a company incorporated in England. The registered office is 12th Floor, Aldgate Tower, 2 Leman Street, London, E1W 9US. St Ermin's Property Co. Limited prepares consolidated financial statements and copies of these can be requested from its registered office.
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