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Registered number: NI064501
WINDMILL HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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WINDMILL HOLDINGS LIMITED
COMPANY INFORMATION
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AAB Group Accountants Limited
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WINDMILL HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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WINDMILL HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
The directors present the strategic report for the year ended 31 July 2025.
The principal activity of the group is the provision of cold storage and a holding company.
There has been no significant change in these activities during the year ended 31 July 2025.
The group have experienced growth in the year with turnover increased by 19.6% to £15.3m for the year ended 31 July 2025 relative to net sales of £12.8m for the year ended 31 July 2024. The gross margin for the year was 45.1% (2024: 52.3%) and the profit before tax was £1.9m (2024: £1.8m). The group's net asset base remains strong with net assets of £4.7m (2024: £3.8m).
The directors are satisfied with the group's performance for the year.
Principal risks and uncertainties
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The group uses financial instruments throughout its business. The core risks associated with the group's financial instruments (i.e. its cash and finance leases, and on the operational level trade receivables and payables) are currency risk, interest rate risk, liquidity risk, credit risk and inflation risk. The board reviews and agrees policies for the prudent management of these risks as follows:
Finance and Interest rate risk
The group has interest bearing liabilities that relate to term loans, bank overdrafts and advances on debtors. Interest chargeable on the overdrafts and advances on debtors is subject to the movements in the relevant variable rates whilst the hire purchase rates are fixed. The group's objective in relation to interest rate management is to minimise the impact of interest rate volatility on interest costs in order to protect recorded profitability. Loan rates of interest are fixed relative to the Bank of England base rate.
Liquidity and cash flow risk
The group's objective is to maintain a balance between the continuity of funding and flexibility through the use of borrowings with a range of maturities. The group's policy is to ensure that sufficient resources are available either from cash balances and cash flows to ensure all obligations can be met when they fall due. To achieve this the company ensures that its liquid investments are in highly rated counterparties; when relevant it limits the maturity of cash balances and borrows the majority of its debt needs under term financing.
Credit risk
The group has no significant concentrations of credit risk. Customers who wish to trade on credit terms are subject to strict verification procedures in advance of credit being awarded and are continually being monitored.
Inflation risk
As a result of the rising rate of inflation, the group has seen the impact of this through rising costs. The company have a policy in place to continually review costs and to minimise the impact of these rising costs where possible.
Page 1
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WINDMILL HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
Key financial performance indicators
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The key financial performance indicators used by the group are turnover level and gross profit margins on sales.
The directors anticipate that the company will achieve a similar performance for FY26.
This report was approved by the board on 2 April 2026 and signed on its behalf.
Page 2
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WINDMILL HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
The directors present their report and the financial statements for the year ended 31 July 2025.
The directors who served during the year and up to the date of signing the financial statements were:
The profit for the year, after taxation, amounted to £1,385,618 (2024 - £1,202,682).
Dividends of £580,000 were declared in the year (2024: £600,000). The directors do not recommend payment of a further dividend.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The group plans to continue its present activities and current trading levels. Employees are kept as fully informed as practicable about developments within the business.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
The auditors, AAB Group Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Page 3
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WINDMILL HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
Disclosure of information to auditors
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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 and the Group'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 and the Group's auditors are aware of that information.
This report was approved by the board on 2 April 2026 and signed on its behalf.
Page 4
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WINDMILL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDMILL HOLDINGS LIMITED
We have audited the financial statements of Windmill Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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 Group's and of the Parent Company's affairs as at 31 July 2025 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the 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.
Page 5
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WINDMILL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDMILL HOLDINGS LIMITED (CONTINUED)
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.
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 Group 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 Group Strategic Report and the Directors' Report have 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Page 6
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WINDMILL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDMILL HOLDINGS LIMITED (CONTINUED)
Auditors' 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 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 Group 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:
We obtained an understanding of the legal and regulatory framework applicable to the company through enquiry of management, industry research and the application of cumulative audit knowledge. We identified the following principal laws and regulations relevant to the company – Companies Act 2006 and the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).
We developed an understanding of the key fraud risks to the entity (including how fraud might occur), the controls in place to help mitigate those risks, and the accounts, balances and disclosures within the financial statements which may be susceptible to management bias. Our understanding was obtained through review of the financial statements for significant accounting estimates, analysis of journal entries, walkthrough of the key controls cycles in place and enquiry of management.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement 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 Auditors' 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 Auditors' 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.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
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
Page 7
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WINDMILL HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDMILL HOLDINGS LIMITED (CONTINUED)
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 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.
Teresa Campbell (Senior Statutory Auditor)
for and on behalf of
AAB Group Accountants Limited
Statutory Auditors
Howard House
30 Northland Row
Dungannon
Co. Tyrone
BT71 6AP
2 April 2026
Page 8
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WINDMILL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
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Interest payable and similar expenses
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Profit for the financial year
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Tax relating to other comprehensive income
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Other comprehensive income for the year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Owners of the parent Company
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The notes on pages 16 to 37 form part of these financial statements.
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Page 9
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WINDMILL HOLDINGS LIMITED
REGISTERED NUMBER: NI064501
CONSOLIDATED BALANCE SHEET
AS AT 31 JULY 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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Provisions for liabilities
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Net assets excluding pension asset
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Equity attributable to owners of the parent Company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 April 2026.
The notes on pages 16 to 37 form part of these financial statements.
Page 10
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WINDMILL HOLDINGS LIMITED
REGISTERED NUMBER: NI064501
COMPANY BALANCE SHEET
AS AT 31 JULY 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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Net assets excluding pension asset
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Profit and loss account brought forward
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Other changes in the profit and loss account
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 April 2026.
The notes on pages 16 to 37 form part of these financial statements.
Page 11
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WINDMILL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
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Comprehensive income for the year
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Surplus on revaluation of freehold property
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Tax relating to other comprehensive income
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Other comprehensive income for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Transfer to/from profit and loss account
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Total transactions with owners
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Comprehensive income for the year
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Tax relating to other comprehensive income
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Other comprehensive income for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Transfer to/from profit and loss account
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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Page 12
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WINDMILL HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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The notes on pages 16 to 37 form part of these financial statements.
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Page 13
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WINDMILL HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Decrease/(increase) in debtors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Government grants received
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of/new finance leases
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Movements on invoice discounting
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Page 14
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WINDMILL HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2025
The notes on pages 16 to 37 form part of these financial statements.
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Page 15
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Windmill Holdings Limited is a private limited company domiciled and incorporated in Northern Ireland. The registered office is Ardboe Business Park, Killymascally Road, Ardboe, Dungannon, Co Tyrone, Northern Ireland, BT71 5BJ.
The group consists of Windmill Holdings Limited and all of its subsidiaries.
The subsidiary company included in the financial statements is as follows:
1. Ardboe Coldstore Ltd, whose principal activity is that of the provision of cold storage and haulage.
The above subsidiary has accounting year ended 31 July 2025 and has been included in the consolidation.
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 and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 16
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
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|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 17
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
|
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Page 18
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
|
|
|
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 balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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 balance sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 19
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance and straight line basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
|
|
|
Revaluation of tangible fixed assets
|
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
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 20
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
|
|
|
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.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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, 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 Group'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
Page 21
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
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.
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.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement
Page 22
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying value 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 result 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.
Page 23
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
|
|
|
An analysis of turnover by class of business is as follows:
|
|
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|
|
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|
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|
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|
The directors consider that disclosure of turnover by geographical market would be seriously prejudicial to the interests of the group. Accordingly, this information has not been disclosed in these financial statements in accordance with the provisions of FRS 102.
|
|
|
Government grants receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating profit is stated after charging:
|
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|
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|
|
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|
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|
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|
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|
Other operating lease rentals
|
|
|
|
|
Profit on disposal of tangible fixed assets
|
|
|
|
|
Depreciation of owned tangible fixed assets
|
|
|
|
|
Depreciation of financed tangible fixed assets
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Page 24
|
|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
|
|
|
During the year, the Group obtained the following services from the Company's auditors:
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
|
|
|
|
|
Fees payable to the Company's auditors in respect of:
|
|
|
|
|
The auditing of accounts of subsidiaries of the Company
|
|
|
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
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|
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|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
|
|
|
The highest paid director received remuneration of £420,646 in 2024.
|
Page 25
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
Interest payable and similar expenses
|
|
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|
|
|
|
|
|
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|
|
|
|
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|
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Finance leases and hire purchase contracts
|
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|
|
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|
|
|
|
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|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
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|
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
Page 26
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
11.Taxation (continued)
|
|
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:
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
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Profit on ordinary activities before tax
|
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|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
|
|
|
|
|
|
|
|
|
Non-tax deductible amortisation of goodwill and impairment
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
Capital allowances for year in excess of depreciation
|
|
|
|
|
Utilisation of tax losses
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
|
|
|
|
|
Other differences leading to an increase (decrease) in the tax charge
|
|
|
|
|
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
Page 27
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company had no intangible fixed assets at 31 July 2025 or 31 July 2024.
|
Page 28
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
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|
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|
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Charge for the year on owned assets
|
|
|
|
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|
Charge for the year on financed assets
|
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|
|
|
|
|
|
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The net book value of land and buildings may be further analysed as follows:
|
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|
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Page 29
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
14.Tangible fixed assets (continued)
Cost or valuation at 31 July 2025 is as follows:
|
|
If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
|
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|
|
|
|
|
|
|
|
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|
|
|
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Page 30
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
14.Tangible fixed assets (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or valuation at 31 July 2025 is as follows:
Page 31
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
Investments in subsidiary companies
|
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The following was a subsidiary undertaking of the Company:
|
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Amounts owed by group undertakings
|
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|
Amounts owed by related parties
|
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|
|
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Prepayments and accrued income
|
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Included within other debtors due within one year is a loan to a director amounting to £185,695 (2024 £185,695).This balance is unsecured, interest free and repayable on demand.
Amounts owed by group undertakings and related parties are unsecured, interest free and repayable on demand.
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Page 32
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
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|
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|
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Creditors: Amounts falling due within one year
|
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|
Other taxation and social security
|
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Accruals and deferred income
|
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|
|
|
|
|
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|
|
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|
Creditors: Amounts falling due after more than one year
|
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|
|
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|
|
|
|
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|
Net obligations under finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
Hire purchase and finance leases are secured by the assets to which they relate.
Santander Invoice Finance is secured against the book debts of the subsidiary.
Page 33
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|
WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
Amounts falling due within one year
|
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Amounts falling due 1-2 years
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Santander currently hold the following securities:
- fixed charge over the freehold property known as Ardboe Business Park, Kilmascally Road, Ardboe.
- fixed and floating charge over all freehold and leasehold property (including fixtures and fittings) owned by the group
- fixed charge over all plant, machinery and equipment
- fixed charge over all debts
- fixed charge over all the goodwill and uncalled capital of the group
- fixed charge over all stocks, shares, bonds and securities of any king present and future or beneficially owned by the company and all dividends and other rights relating thereto.
- fixed charge over all benefits relating to all present and future contracts and policies of insurance
- fixed charge over the leasehold property known as 1 Fruit of The Loom Drive, Campsie, Campsie Industrial Estate Eglinton, Londonderry
- charge over the shares held in Ardboe Coldstore Limited by Windmill Holdings Limited
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Page 34
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Lease include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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The deferred tax liability set out above is expected to reverse within 2 - 5 years and relates to accelerated capital allowances that are expected to mature within the same period.
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Page 35
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Allotted, called up and fully paid
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2 (2024 - 2) Ordinary shares shares of £1.00 each
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There is a contingent liability to repay government grants should the conditions under which they were awarded cease to be met. Note that directors do not anticipate that a liability will arise.
The company operates a defined pension contributions pension scheme. The assets of the scheme are
held separately from those in a company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted to £85,164 (2024: £58,349).
Amounts relating to pensions included in accruals at the year end of £9,416 (2024: £5,446).
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Commitments under operating leases
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At 31 July 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Page 36
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WINDMILL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Related party transactions
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The group has taken the exemption in FRS 102 not to disclose transactions with any companies that are wholly owned within the group.
At the year end a related company, due to a common shareholder and director, owed the group £373,949 (2024: £315,423).
Amounts due from related parties are unsecured, interest free and repayable on demand.
At the year end there is balance owed by a director of £185,695 (2024: £185,695).
At the year end there is a balance owed to a director of £485,556 (2024: £530,674).
Amounts due from a director are unsecured, interest free and repayable on demand.
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The ultimate controlling parties are Eugene Carson and Fiona Carson by virtue of their shareholding and control within the company.
Page 37
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