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WGL Bidco Limited
Registered number: 10808465
Annual report and
financial statements
For the year ended 27 September 2025
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WGL BIDCO LIMITED
COMPANY INFORMATION
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L Edet (appointed 1 January 2025)
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M Oliver (appointed 1 December 2025)
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Chartered Accountants & Statutory Auditor
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WGL BIDCO LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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WGL BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 27 SEPTEMBER 2025
The Directors present their 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 profit of £59k (2024: loss of £769k). Net assets of the Company are £3,028k (2024: £2,969k), the increase in net assets being due to the profit in 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
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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.
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 Company 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 Company 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 Company and 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.
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WGL BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 27 SEPTEMBER 2025
This report was approved by the Board on 14 May 2026 and signed on its behalf.
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WGL BIDCO 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
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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 an intermediate holding company.
These are discussed in the Strategic Report (see page 1).
The profit for the year, after taxation, amounted to £59k (2024 - loss £769k).
Dividends of £Nil were declared during the financial period (2024 - £Nil).
The Directors who served during the year were:
S Allan (resigned 31 December 2024)
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P J Williamson (resigned 26 April 2025)
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L Edet (appointed 1 January 2025)
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The Company has 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.
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WGL BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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 cash flow. In order to mitigate this risk, management monitor cash outflow requirements and ensure adequate funds are available and from group companies to meet liabilities as they fall due.
Greenhouse gas emissions and carbon reporting
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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, as such its greenhouse gas emissions for the Group are reported on a consolidated basis (see WGL Topco Limited for details).
This is discussed in the Strategic Report (see page 2).
Engagement with employees
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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
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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 regular written reports against agreed KPIs.
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WGL BIDCO 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;
∙promotion and 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 S 172(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;
∙the need to act fairly as between members of the Group.
Matters covered in the Strategic Report
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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
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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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.
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WGL BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 27 SEPTEMBER 2025
This report was approved by the board on 14 May 2026 and signed on its behalf.
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WGL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL BIDCO LIMITED
Opinion
We have audited the financial statements of WGL Bidco 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 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.
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.
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WGL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL BIDCO 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.
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WGL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL BIDCO 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 the 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: employment regulation, 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, pension legislation, the Companies Act 2006.
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WGL BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WGL BIDCO LIMITED
In addition, we evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks 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, the valuation 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
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WGL BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There are no items of other comprehensive income for 2025 or 2024 other than the profit/(loss) for the year. As a result, no separate Statement of Comprehensive Income has been presented.
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The notes on pages 14 to 30 form part of these financial statements.
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WGL BIDCO LIMITED
REGISTERED NUMBER: 10808465
STATEMENT OF FINANCIAL POSITION
AS AT 27 SEPTEMBER 2025
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Debtors due after more than 1 year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 14 May 2026.
The notes on pages 14 to 30 form part of these financial statements.
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WGL BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 14 to 30 form part of these financial statements.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
WGL Bidco Limited (the "Company") is a private company, limited by shares and registered in England and Wales, registered number 10808465. The registered office is Imperial House, 1251 Hedon Road, Hull, North Humberside, England, HU9 5NA.
The principal activity of the Company is that of an intermediate holding company. The Company subleases property to its Group's main trading company.
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
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 a 52 week period ended 28 September 2024.
These financial statements have been presented in pound sterling which is the functional currency of the company, and rounded to the nearest £'000.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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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.
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Early adoption of revised Standards
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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 (see note 16 and 23).
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.
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 Company 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 Company 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 Company and 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.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised at the point performance obligations have been fulfilled.
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Leased assets: the Company as lessor
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Where assets leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. This receivable is reduced as the lessee makes capital payments over the term of the lease.
A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term.
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Leased assets: the Company as lessee
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Previously held under FRS 102 (2024 comparatives), assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Consolidated Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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 from 28 September 2026 but management has chosen to adopt these in the 2025 financial statements (see notes 16 and 22).
The new leasing requirements seek to provide greater consistency and alignment to the international accounting standards, IFRS 16. The Company 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.
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of Section 20. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in the Statement of Comprehensive Income on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
2.Accounting policies (continued)
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.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.
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WGL BIDCO 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.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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 Directors consider that the only material risks and estimates are those discussed below.
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 company's accounting policies
Assessing indicators of impairment
The Directors have assessed the Company's investments for indicators of impairment. This is an inherently judgmental process and the Directors concluded that indicators of impairment exist.
The below table sets out the key assumptions applied in assessing the impairment of its investments:
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Short-term EBITDA growth rate
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Long-term EBITDA growth rate
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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
The Directors do not consider there to be any areas of material uncertainty which affects the financial statements.
Assessment of incremental borrowing rate
During the period the Company early adopted the forthcoming mandatory amendments to Financial Reporting Standard 102. As a result, related lease assets and liabilities were calculated as the future minimum lease receipts/payments discounted to present value at an incremental borrowing rate of 7%. In arriving at the Company’s incremental borrowing rate management considered the rate the Company would pay to borrow funds, over a similar term and security, to obtain an asset of similar value to the right-of-use asset which has been sub-let to the subsidiary company. A change of 1% in the incremental borrowing rate would result in a change of approximately £2 million to the lease assets and liabilities.
The whole of the turnover is attributable to the principal activity of the company.
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All turnover arose within the United Kingdom.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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The auditor's remuneration will be borne by the parent company.
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined benefit scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Aggregate pension contributions
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The four Directors who held office were remunerated through the company. The emoluments were recharged in full to other group companies as a management charge for strategic and operational management.
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The highest paid Director received remuneration of £322k (2024 - £455k) excluding pension contributions of £39k (2024 - £95k).
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During the year retirement benefits were accruing to 2 Directors (2024 - 2) in respect of defined contribution pension schemes.
In addition to the directors' remuneration stated above, fee invoices from a previous director were incurred of £37k (2024: £63k).
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Interest receivable from group companies
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Interest payable and similar expenses
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Finance leases and hire purchase contracts
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower 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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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Other differences leading to an increase in the tax charge
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Deferred tax not provided
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Shares in group undertakings
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- 23 -
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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The following were subsidiary undertakings of the Company:
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Intermediate holding company
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Burndene Investments Limited*
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Intermediate holding company
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Caravan holiday home manufacturing
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Willerby Stocking Plan Limited*
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Willerby Group Property Limited*
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Willerby Retirement Benefit Scheme Trustee Company Limited*
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* 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.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Due after more than one year
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Intercompany receivable - finance lease (note 16)
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Amounts owed by group undertakings
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Prepayments and accrued income
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Intercompany receivable - finance lease (note 16)
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Amounts due from group undertakings are unsecured loans repayable on demand and are interest free.
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Cash and cash equivalents
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Creditors: Amounts falling due within one year
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Lease liability (note 16)
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts due to group undertakings are unsecured loans repayable on demand and are interest free.
The Company has a charge in the prior year in relation to a legal mortgage over leasehold land with Barclays Bank PLC. This was secured by a fixed and floating charge over all property and undertakings of the Company.
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Creditors: Amounts falling due after more than one year
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Lease liability (note 16)
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- 26 -
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
The Company has early adopted the amendments to FRS 102 'The Financial Reporting Framework Applicable in the UK and Republic of Ireland' that includes changes to companies lease accounting. The Right-of-Use assets are now recognised on the Statement of Financial Position within Tangible Fixed Assets within the Group financial statements. The Company sub-leases the Right-of-Use assets to a fellow subsidiary therefore in the Company financial statements the Right-of-Use asset is derecognised and presented as an intercompany receivable. The following lease liabilties are also recognised:
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting dates, as follows:
Included in the above are no leases where optional renewal periods have not been included.
The significant leasing arrangements included in the above relate to leasing of vehicles, equipment and buildings.
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Total cash outflow in relation to the above leases
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- 27 -
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Lease liabilities (continued)
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Leases - the Company as lessor
The Company sublets its leased assets to the Group's main trading Company. In respect of this the following intercompany receivable has been recognised:
This receivable is classified based on the amounts that are expected to be received within the next 12 months and after more than 12 months from the reporting date, as follows:
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Allotted, called up and fully paid
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944,378 (2024 - 944,378) Ordinary shares of £1.00 each
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These shares have full voting, dividend and capital distribution rights.
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Profit & loss account
The Profit and Loss account reserve represents cumulative profits and losses made by the Company to date less any dividends declared.
- 28 -
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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Commitments under operating leases
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At 27 September 2025 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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During the year ended 30 September 2023 the group entered into a 25 year lease in respect of the group's main operating premises. The lease is sublet at no gain or loss to the Group's main trading entity over the same period. This is now recognised in line with the early adoption of FRS 102 amendments in note 16.
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Related party transactions
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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.
The total remuneration for key management personnel for the period ended 27 September 2025 totalled £545,571 (2024: £915,082).
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Post balance sheet events
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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 parent company is WGL Midco Limited. Its registered address is Imperial House, 1251 Hedon Road, Hull, North Humberside, England, HU9 5NA.
The Company's 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.
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WGL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 27 SEPTEMBER 2025
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First time adoption of Amendments of FRS 102
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On 27 March 2024 the Financial Reporting Council (FRC) issued amendments to FRS 102 effective for accounting periods beginning on or after 1 January 2026 (with early adoption permitted). The amendments align UK GAAP more closely with International Financial Reporting Standards (primarily IFRS 15 and IFRS 16).
To assist with the transition, the FRC has provided transitional reliefs and optional expedients, largely focusing on a "modified retrospective approach” whereby companies can adopt the new rules without restating the prior year comparatives.
The Company has early adopted the amendments to FRS 102 in the year ended 27 September 2025 and has applied the transitional reliefs described above.
The key areas impacted include:
1. Lease Accounting (Section 20: FRS 102)
The Company has capitalised lease receivables and liabilities totalling £26.98m in the period, relating to land and buildings which are sub-let to the subsidiary company, Willerby Limited, and from which the subsidiary company operates under a 25-year lease term ending in 2047. As as result of the direct sub-lease, the right of use asset is not recognised in this company, but an intercompany receivable is recognised instead.
The assets and liabilities were calculated as the future minimum lease payments discounted to present value at an incremental borrowing rate of 7%. In arriving at the Company’s incremental borrowing rate management considered the rate the Company would pay to borrow funds, over a similar term and security, to obtain an asset of similar value to the right-of-use asset. Amounts recognised in the financial statements are as follows:
ROU - lease assets: £26.98m
ROU - lease liability: £26.98m
ROU - Interest cost: (£1.9m)
ROU - Interest income: £1.9m
There is no profit impact of applying the new standard on the Statement of Comprehensive Income, since both the rental payments and rental income (via management charges) previously recognised have been replaced with the interest charges and receipts shown above.
2. Revenue Recognition (Section 23: FRS 102)
A new Five-Step Model, aligned with IFRS 15, replaces the previous risks and rewards approach. The Management team have reviewed the requirements of the new standard and are satisfied that the previously applied approach under UK GAAP complies with the new standard and therefore no adjustments were considered necessary.
3. Other Amendments
Management have considered the other amendments required under the new standard, including but not limited to; Supplier Finance Arrangements, Fair Value Measurement and Uncertain Tax Positions and have concluded that there is no material impact of applying the standard and therefore no adjustments have been made.
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