|
WGL HOLDCO LIMITED
Registered number: 10808314
Annual report and
financial statements
For the year ended 27 September 2025
|
|
WGL HOLDCO LIMITED
COMPANY INFORMATION
|
|
|
|
|
L Edet (appointed 1 January 2025)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WGL HOLDCO LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditor's Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
WGL HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 27 SEPTEMBER 2025
The Directors present the Strategic Report for the 52 weeks ended 27 September 2025.
The Company acted as an intermediate holding company throughout the period.
The Company has made a loss of £11,349k (2024: £6,880k ). Net liabilities of the Company are £26,448k (2024: £15,099k) due to the loss for the period.
The Company operates as an intermediate holding company and therefore the Directors do not consider that an analysis using company only KPI's is appropriate for a proper understanding of its performance. The Directors therefore consider the performance of the Company as part of the Group's KPI's (see WGL Topco Limited for details).
Principal risks and uncertainties
|
The Company is part of the WGL Topco Limited Group (the "Group").
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Group. Accordingly, the principal risks and uncertainties of WGL Topco Limited, which include those of the Company, are discussed in the Group's 2025 Annual Report which does not form part of this report.
The Group continues to aim to increase its market share in its core markets by the development of market leading products, produced to a high quality with first class customer services.
- 1 -
|
|
WGL HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 27 SEPTEMBER 2025
The Directors, who are common with those directors of WGL Topco Limited, have considered the position of the wider group, headed by WGL Topco Limited, when reaching their conclusion in respect of going concern.
During the year the Company met its day to day working capital requirements through use of its £25m Asset Backed Lending facility and accumulated cash reserves. In December 2025 a two year extension of the facility was signed with Barclays Bank. The extension takes the facility period out to April 2028.
The Group has produced a range of cash forecasts and projections that cover the period to September 2027 to assess its trading and operational performance and its ability to operate within the available facilities during the forecast period and to reflect the challenges experienced by the caravan and lodge market during the current economic slow down. These forecasts indicate that the Group will be able to operate within the level of its current facilities for the forecast period.
The Directors have modelled a range of reasonable worst case scenarios to assess the ability of the Group to continue in operational existence in the event these occur. These scenarios consider reductions to volumes and revenue and consider the impact of these on profit and cash generation. All of the reasonable worst case scenarios modelled indicate that the Company and wider group can continue to operate within the available facilities. The Directors have therefore prepared the accounts on a going concern basis.
This report was approved by the board on 14 May 2026 and signed on its behalf.
- 2 -
|
|
WGL HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 27 SEPTEMBER 2025
The Directors present their report and the financial statements for the 52 weeks ended 27 September 2025.
Directors' responsibilities statement
|
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company Law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company in the period under review was that of intermediate holding company.
The loss for the year, after taxation, amounted to £11,349k (2024 - £6,880k).
No dividend was paid or proposed during the period (2024: £nil).
The Directors who served during the year were:
|
|
L Edet (appointed 1 January 2025)
|
S Allan (resigned 31 December 2024)
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this Annual Report.
These are discussed in the Strategic Report (see page 1).
- 3 -
|
|
WGL HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 27 SEPTEMBER 2025
This is discussed in the Strategic Report on Page 2.
Financial Risk Management
|
The Company's financial risk management objectives and policies are operated by the Board. The principal financial risks faced by the Company relate to interest rates. In order to mitigate this risk, interest rate management is considered on an on-going basis.
Greenhouse gas emissions and carbon reporting
|
The Company consumed less than 40,000kWh of energy during the financial period and therefore under the Streamlined Energy and Carbon Reporting regulations (SECR) is exempt from disclosing any information. The Company is part of the WGL Topco Ltd Group, and greenhouse gas emissions for the Group are reported on a consolidated basis (see WGL Topco limited for details).
Engagement with employees
|
Employees are encouraged to discuss with management any matters about which they are concerned and factors affecting the Company. In addition, the Board takes account of employees' interests when making decisions, and the employees are informed of the Company's performance on a regular basis. Suggestions from employees aimed at improving the Company's performance are encouraged.
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
S172 Statement - Duty to promote the success of the group
|
Due to the nature of the Company and its activities, the Directors consider that its success is inherently linked to the success of the Group.
The Directors fulfil their duty to promote the success of the Group by ensuring that there is a strong governance structure and process running through all aspects of the Group's operations.
The Group Strategy was considered by the Board in conjunction with the Group's executive management team. Full consideration was given to the Group's capital and funding structure and its resilience to existing and emerging risks.
The Group's strategy and business model are underpinned by the work performed by employees. All members of the Board regularly engage with them to ensure their engagement and alignment with the activities of the Group. The Board is kept informed of all relevant issues by means of a number of written reports against agreed KPIs.
- 4 -
|
|
WGL HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 27 SEPTEMBER 2025
The Board continues to regularly communicate with all the team about the business and events for the benefit of staff and their families:
∙regular staff newsletter from the CEO to maintain staff engagement;
∙the promotion and support support to our charities of the year, as nominated by staff;
∙emphasis on mental health awareness with a team of Mental health first aider volunteers and company wide access to the Employee Assistance Programme; alongside additional partnerships with Think Mental Health and Coyle Health.
The Board of Directors consider that they, both individually and collectively, have acted in a way that would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) in the decisions they have taken during the period ended 27 September 2025. In making this statement the Directors considered the longer term needs of stakeholders and the environment and have taken into account the following:
∙the likely consequences of any decisions in the long term;
∙the interests of the Group's employees;
∙the need to foster the Group's business relationships with suppliers, customers and others;
∙the impact of the Group's operations on the community and the environment;
∙the desirability of the Group maintaining a reputation for high standards of business conduct; and
∙the need to act fairly as between members of the Group.
Matters covered in the Strategic Report
|
Certain information is not shown in the Directors’ Report is shown in the Strategic Report instead in accordance with Section 414C (11) of the Companies Act 2006. The Strategic Report includes a business review, future developments and information on the Company's key performance indicators.
Disclosure of information to auditor
|
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
|
On 23 December 2025, the Group agreed a 2 year extension of its existing £25m ABL facility with Barclays Bank. The facility runs to April 2028.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 14 May 2026 and signed on its behalf.
- 5 -
|
|
WGL HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL HOLDCO LIMITED
Opinion
We have audited the financial statements of WGL HOLDCO LIMITED (the ‘Company’) for the year ended 27 September 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 FRS 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 27 September 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.
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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.
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 auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
- 6 -
|
|
WGL HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL HOLDCO LIMITED
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.
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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 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, 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.
- 7 -
|
|
WGL HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL HOLDCO LIMITED
Responsibilities of Directors
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 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: Data Protection regulation, the Bribery Act 2010 and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006.
- 8 -
|
|
WGL HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL HOLDCO LIMITED
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular in relation to the recoverability of intercompany debtors, impairment indicators in respect of investment balances and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Christopher Hudson (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
14 May 2026
- 9 -
|
|
WGL HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial year
|
|
|
|
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
|
There was no other comprehensive income for 2025 (2024: £NIL).
|
The notes on pages 13 to 23 form part of these financial statements.
|
- 10 -
|
|
WGL HOLDCO LIMITED
REGISTERED NUMBER: 10808314
STATEMENT OF FINANCIAL POSITION
AS AT 27 SEPTEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 14 May 2026.
The notes on pages 13 to 23 form part of these financial statements.
- 11 -
|
|
WGL HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 13 to 23 form part of these financial statements.
|
- 12 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
WGL Holdco Limited (the “Company”) is a private company, limited by shares and registered in England and Wales, registered number 10808314. The registered office is Imperial House, 1251 Hedon Road, Hull, Humberside, HU9 5NA.
The principal activity of the Company is that of an intermediate holding company.
2.Accounting policies
|
|
|
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 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 management to exercise judgment in applying the Company's accounting policies (see note 3).
These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £'000.
The Company's accounting reference date is 30 September. Financial statements are made up to a 52 or 53 week period on a Saturday adjacent to 30 September each year. These financial statements are for a 52 week period ended 27 September 2025. The comparative figures are for the 52 week period ended 28 September 2024.
The following principal accounting policies have been applied:
|
|
|
Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of WGL Topco Limited as at 27 September 2025 and these financial statements may be obtained from 28 Esplanade, St Helier, Jersey, JE4 2QP.
- 13 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
|
|
|
Exemption from preparing consolidated financial statements
|
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
|
|
|
Early adoption of revised standards
|
On 27 March 2024, the FRC issued Amendments to FRS 102. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with earlier adoption permitted. The Amendments are mandatorily effective for the period ending 28 September 2026 but management has chosen to adopt these in the 2025 financial statements.
The most significant amendments are the replacement of Section 23, now renamed Revenue from Contracts with Customers, and Section 20 Leases. The many other less significant changes, including a new Section 2A Fair Value Measurement, are not currently expected to have a material impact.
The new revenue and leasing requirements seek to provide greater consistency and alignment to the international accounting standards, i.e., IFRS 15 and IFRS 16. The Group have performed an exercise in the year to evaluate the financial impact of these amendments. Under the new lease accounting requirements management have recognised on-balance sheet a lease liability based on the discounted value of the future commitments and a related ‘right-of-use’ asset.
Management has also reviewed existing revenue contracts to determine overall recognition, measurement, presentation and disclosure in line with the new requirements.
In respect of WGL Holdco Limited, there has been no material impact of the adopted revised standards.
- 14 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
The directors, who are common with those directors of WGL Topco Limited, have considered the position of the wider group, headed by WGL Topco Limited, when reaching their conclusion in respect of going concern.
During the year the Company met its day to day working capital requirements through use of its £25m Asset Backed Lending facility and accumulated cash reserves. In December 2025 a two year extension of the facility was signed with Barclays Bank. The extension takes the facility period out to April 2028.
The Group has produced a range of cash forecasts and projections that cover the period to September 2027 to assess its trading and operational performance and its ability to operate within the available facilities during the forecast period and to reflect the challenges experienced by the caravan and lodge market during the current economic slow down. These forecasts indicate that the Group will be able to operate within the level of its current facilities for the forecast period.
The Directors have modelled a range of reasonable worst case scenarios to assess the ability of the Group to continue in operational existence in the event these occur. These scenarios consider reductions to volumes and revenue and consider the impact of these on profit and cash generation. All of the reasonable worst case scenarios modelled indicate that the Company and wider group can continue to operate within the available facilities. The Directors have therefore prepared the accounts on a going concern basis.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
- 15 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
|
|
|
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.
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.
- 16 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
- 17 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In the application of the Company's accounting policies, which are described in note 2, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the companies accounting policies
Assessing indicators of impairment
The Directors have assessed the Company’s investments for indicators of impairment. This is an inherently judgmental process, however the Directors have concluded that no indicators of impairment exist and that the carrying value of investments is substantiated by the underlying net assets or value in use of its subsidiaries.
The below table sets out the key assumptions applied in assessing the impairment of its investments:
|
|
|
|
Short-term EBITDA growth rate
|
|
|
Long-term EBITDA growth rate
|
|
The post-tax discount rates reflect specific risks relating to the group and company and the markets in which it operates. The short and long-term growth rates are based on industry forecasts.
Key source of estimation uncertainty
Intercompany receivables
The Company has significant amounts due from group companies, held within debtors and investments. The Directors assess annually whether there is any doubt over the recoverability of these amounts and make a judgment on the category of disclosure based on the likelihood of recoverability in the short or medium term.
The auditor's remuneration will be borne by the Parent Company.
|
|
|
|
|
The Company has no employees other than the directors. The Directors who held office in the current and prior period were remunerated through another group company, WGL Bidco Limited, and no part of these emoluments has been borne by the Company.
|
- 18 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 19 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
7.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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer pricing adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax not provided
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 20 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
Intermediate holding company
|
|
|
|
|
|
Intermediate holding company
|
|
|
|
|
|
Intermediate holding company
|
|
|
|
|
Burndene Investments Limited*
|
Intermediate holding company
|
|
|
|
|
|
Caravan holiday home manufacturing
|
|
|
|
|
Willerby Stocking Plan Limited*
|
|
|
|
|
|
Willerby Group Property Limited*
|
|
|
|
|
|
Willerby Retirement Benefit Scheme Trustee Company Limited
|
|
|
|
|
|
* shareholding held via an intermediary subsidiary
The registered office for all fixed asset investments is Imperial House, 1251 Hedon Road, Hull, East Yorkshire, HU9 5NA, with the exception of Burndene Investments Limited whose registered address is 4th Floor, 115 George Street, Edinburgh, EH2 4JN.
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Amounts due from group undertakings are unsecured loans repayable on demand and are interest free.
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to group undertakings are unsecured loans repayable on demand and are interest free.
|
- 21 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan notes of £49m were issued on 15 June 2017 carrying a 10% coupon rate with a further two tranches of £5m each carrying a 15% coupon rate on 10 January 2024 and 24 January 2024. All loan notes are unsecured.The amount shown in the balance sheet accrued interest and payment in loan notes and is shown net of the remaining unamortised issued costs amounting to £281,084 (2024: £441,699) which are being amortised to the income statement over the remaining terms of the loan notes.
Interest accrues daily on the loan notes but remains unpaid; hence no element of the loan note interest has been presented as due in less than one year.
All loan notes are repayable, in full, on 15 June 2027.
|
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
- 22 -
|
|
WGL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
944,378 (2024 - 944,378) Ordinary shares shares of £1.00 each
|
|
|
|
|
These shares have full voting, dividend and capital distribution rights.
|
Profit & loss account
The Profit and Loss account reserve represents cumulative profits and losses made by the Company to date less any dividends declared.
|
|
Related party transactions
|
|
|
The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned members of the group headed by WGL Topco Limited.
Included within loan notes are balances owed to the ultimate controlling party of £83,503k (2024: £72,392k) and balances owed to other shareholders £1,166k (2024: £1,060k).
Included within interest payable is interest charged by the ultimate controlling party of £11,040k (2024: £6,621k) and interest charged by other shareholders of £106k (2024: £98k).
|
|
|
Post balance sheet events
|
On 23 December 2025, the Group agreed a 2 year extension of its existing £25m ABL facility with Barclays Bank. The facility runs to April 2028.
The Company's immediate and ultimate parent company is WGL Topco Limited. Its registered address is 28 Esplanade St Helier Jersey, JE4 2QP. Equistone Partners Europe Limited is regarded as the ultimate controlling party by virtue of its interest in the equity shares of WGL Topco Limited.
The largest and smallest group of which the Company's results are consolidated is WGL Topco Limited.
- 23 -
|
|
|