The directors present the strategic report for the year ended 31 December 2025.
The group’s results for the year comprised turnover of £35.3m (2024 as restated: £105.7m), a gross profit of £7.6m (2024 as restated: £10.6m), operating profit of £0.6m (2024 as restated: operating loss of £3.1m) and profit on ordinary activities before taxation of £0.6m (2024 as restated: loss of £3.2m).
The group’s performance for the period under review is based on 12 months turnover compared to the prior financial period which covered 18 months.
The directors are pleased to report a year of strengthened performance and renewed momentum for the group. Disciplined execution, improved forecasting and a clear focus on strategic priorities have delivered a return to profitability and restored margin discipline across both contracting and development. By prioritising operational efficiency, cash discipline and pipeline quality over headline turnover, the group has built a leaner, more resilient platform from which to pursue sustainable growth and high-quality outcomes.
Whilst encouraged by this progress, the directors acknowledge continuing headwinds. Inflationary pressures, which eased earlier in the period, may return as events in Iran put pressure on energy, material and labour costs, and as the Bank of England holds interest rates against earlier expectations of cuts. Where project prices are fixed, the business could be exposed to higher input costs and reduced margins. We manage this through long-term supplier relationships, careful procurement and rigorous cost control.
The planning environment, a defining factor for the wider industry, is beginning to move in a more constructive direction. Changes to planning law and updates to the National Planning Policy Framework (NPPF) are prompting local authorities to reassess their positions, and the group is already seeing positive progress through the consent granted for Brentry Nursery and, towards the end of the financial year, consents for Fordingbridge and Eastleigh. Although delays, onerous conditions and inconsistency between authorities remain part of the planning landscape, recent progress demonstrates that the group is well placed to benefit from a more supportive policy environment.
Operationally, the group completed or was in the contractual process for a total of 164 beds across 4 sites, commenced construction of 180 care home beds and 82 residential units across 4 live sites, and progressed a healthy flow of land deals through planning for 2026. We have successfully secured 2 sites for the delivery of 135 care beds and are on track to secure a further 3 sites during 2026, which will deliver 285 care home beds along with a large residential site that is anticipated to deliver approximately 240 residential units from Q4 2026. The pipeline is the strongest it has been in several years.
The key risks and uncertainties expected to impact the group in the future include:
Housing incentives and supply chain implications
Government housing incentives, whether subsidies, planning reforms or new-build targets, can increase demand and place pressure on supply chains. The group is well placed to manage these conditions through strategic partnerships, long-term supplier agreements and disciplined procurement processes that support cost control and delivery certainty.
Demographic challenges in the construction workforce
The construction sector continues to face skills and capacity pressures as it seeks to attract and retain new talent. The group is taking practical steps to support future workforce resilience through apprenticeships, targeted recruitment, membership of The 5% Club and its T-Level partnership with South Hampshire College Group, as set out in the section 172 statement below.
Geopolitical risk
Global instability heightens uncertainty in supply chains, financing, energy prices and material availability. We apply scenario-based forecasting to maintain continuity across a range of conditions.
UK Politics
Local government reorganisation and potential changes in political leadership may influence the planning system and the wider approach to housing supply. As a stakeholder-focused business, the group is strengthening its planning promotion activity and engagement with local plan policy makers and key decision makers in the areas where it operates.
Our strategy remains rooted in what we have done well for many years. We deliver successful partnership-led developments by securing land, managing the planning process, and building out in close collaboration with registered providers, local authorities, care operators and private sector partners. This end-to-end capability continues to support our reputation for reliability and remains a point of differentiation in a market where certainty is at a premium.
The strategic shift to prioritise operational efficiency over headline turnover is delivering the results we expected. Margins are stronger, our pipeline is more resilient, and our relationships with clients in the care, and general housing sectors are closer. Diversity across these subsectors continues to mitigate risk while allowing us to capitalise on the strongest opportunities.
The Labour government’s amendments to the National Planning Policy Framework and the reintroduction in national housing targets together create a more constructive backdrop than the business has seen for some time. With a strategic land portfolio that is well placed against these reforms, we are confident in a sustainable pipeline of activity for the years ahead.
Our contracting business has delivered improved results, contributing £32m in revenue and £2.7m in gross profit (2024: gross loss of £1.5m), with £30.7m of secured work for the next financial year. This progress reflects stronger governance, enhanced project management and continued cost discipline. Contracting remains a core part of the group’s business model, particularly where it is focused on supporting land-led developments for key clients, and the directors are confident in its continued contribution.
The diversity within our business model continues to be a source of resilience, supported by long-standing customer relationships and a reputation for reliability. Our ability to operate across the full value chain, from land acquisition through to delivery, gives the group flexibility, control and a clear competitive advantage in a changing economic and regulatory environment.
Looking ahead, the Board is confident that the group is entering the next financial year with renewed momentum. A strong land pipeline, growing client partnerships, improving balance sheet and experienced team provide a solid platform for sustainable growth. With a clear focus on quality, margin discipline and long-term value creation, The Highwood Group is well positioned for the next stage of its development.
Management consider key performance indicators to include: turnover, gross profit, profit on ordinary activities before taxation, number of beds completed or in contractual process and number of commenced constructions contracts. The values of these key performance indicators can be found in the 'Review of the business' section.
The Highwood Group operates as a consolidated entity, with contracting and development activities overseen by the Highwood Holdings Board. The Board reviews major decisions made by the subsidiary boards to ensure alignment with the group’s standards, strategy and values.
The Directors acknowledge their duty under Section 172 of the Companies Act 2006 to act in a way that promotes the success of the company for the benefit of its members as a whole. In doing so, the Board balances long-term sustainability with short-term objectives, considering the impact of its decisions on employees, suppliers, clients, the environment and the communities in which we operate.
During the period the Board has focused on being a responsible business in practical terms: how we treat our people, engage with communities, and use our position in the industry to support positive change.
Long-term decision making
Our business model is built around long-term commercial and social value, focused on land-led development with registered providers, care providers and private clients. The group’s strategic focus on efficiency, margin discipline and quality of pipeline has strengthened its foundations and positioned it to grow from a stronger and more sustainable platform.
Employees
The Board is committed to a safe, inclusive workplace with clear career pathways and ongoing training. During the period we provided 284 apprenticeship weeks, and we invest in wellbeing through our digital health service and cash plan, including tailored mental health support.
During the period we joined The 5% Club, committing to at least 5% of our workforce in earn-and-learn roles, and partnered with South Hampshire College Group (SHCG) to give T-Level students structured work experience across the two years of their course. Both reflect our view that the industry’s future depends on developing the next generation and addressing the sector’s well-documented talent shortage.
Suppliers and subcontractors
We work closely with a trusted network of subcontractors, consultants and suppliers, treating them as partners. We prioritise fairness, prompt payment and collaboration, and the Board regularly reviews procurement to ensure ethical practice, commercial fairness and environmental standards.
Clients and partners
Our business is built on long-standing partnerships with registered providers, local authorities, care providers and private clients, based on open communication, delivery confidence and mutual trust. The Board recognises and appreciates the continued support of key client partners and the strength of these relationships as the group moves into its next phase of growth.
Environment and sustainability
Highwood is committed to minimising our environmental impact, applying sustainability principles from land acquisition through to construction and aftercare. We prioritise biodiversity, meet or exceed energy efficiency targets, and respond to frameworks such as water and nutrient neutrality. The Board treats environmental performance as a key pillar of risk management and long-term success.
Community and social value
For each new project we commit a financial contribution to local community-led initiatives, from outdoor classrooms to charitable funds, totalling £19,000 during the period. We engage early with residents, local authorities and other stakeholders, generating wider social value through placemaking, employment and community investment.
This year we named Treloar’s, a Hampshire charity supporting young people with physical disabilities, as our Charity of the Year. Beyond fundraising, team members have contributed to discussions on making construction more accessible to people with disabilities, both as a sector to work in and through the buildings we design and build. This is already shaping our thinking on workplace inclusion, site accessibility and design, and we look forward to extending it over the coming year.
Governance and stakeholder engagement
The Board maintains strong governance, with structured engagement across clients, staff, supply chain partners and professional advisors ensuring stakeholder perspectives inform key decisions. This allows us to anticipate challenges early, adapt with confidence and remain accountable to those we serve.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
No preference dividends were paid. The directors do not recommend payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group operates a treasury function which is responsible for managing the liquidity and interest risks associated with the group’s activities.
The group's principal financial instruments include bank balances, trade debtors and trade creditors arising directly from its operations.
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
The directors consider that the group faces the usual pricing risk of any other company operating in a competitive, commercial environment.
The S172(1) statement in the strategic report provides details of how the directors have had regard to the need to foster business relationships with suppliers, customers and other stakeholders during the period.
The auditor, Fiander ETL, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
UK energy use and associated greenhouse gas emissions
Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported
pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.
Organisational boundary
In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets owned or controlled within the UK only as defined by the operational control boundary, with the mandatory inclusion of scope 3 business travel in employee-owned vehicles (grey fleet). Emissions associated with rented equipment used in onsite operations is reported but considered voluntary according to the 2018 Regulations, as it is not considered transport or gas.
Reporting period
The reporting period is 1 January 2025 to 31 December 2025 and 1 July 2023 to 31 December 2024 for the comparative period. The energy and carbon emissions are aligned to the periods stated above.
The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed. The 2025 UK Government GHG Conversion Factors for Company Reporting were used in emission calculations as these relate to the majority of the reporting period. The report has been reviewed independently by Zenergi Limited (trading as Briar Consulting Engineers Limited).
Due to the extended 18‑month reporting period in 2023–2024, energy use, emissions totals, and intensity ratios are not directly comparable to prior or subsequent 12‑month periods. The Group has presented absolute figures for the current period and has provided contextual explanation where comparisons may otherwise appear inconsistent. Electricity and gas consumption were based on invoice records and meter reads summarised from the purchase ledger, while mileage from expense claims were used to calculate energy and emissions from fleet vehicles and grey fleet. Where consumption was not covered in the reporting period, the pro-rata and apportioning estimation technique was used. Gross calorific values were used except for mileage energy calculations as per Government GHG Conversion Factors.
The emissions are divided into mandatory emissions according to the 2018 Regulations, then further divided into the direct combustion of fuels and the operation of facilities (scope 1), indirect emissions from purchased electricity (scope 2) and further indirect emissions that occur as a consequence of company activities but occur from sources not owned or controlled by the organisation (scope 3).
The intensity ratios are total gross emissions in metric tonnes CO2e (mandatory emissions) per total million-pound (£) turnover, per million-pound (£) cost of sales and per staff member full time equivalent (FTE). These financial and operational metrics are for UK operations only to align with the energy and emission reporting boundary. These metrics are considered the most relevant to the Group’s energy consuming activities and provides a good comparison of performance over time and across different organisations and sectors.
In the reporting period, January 2025 to December 2025, the Group has taken the following energy efficiency actions:
Encouraging a staff EV scheme reducing energy consumption by replacing inefficient fossil-fuel commuting with more energy-efficient electric travel.
Replacing company cars with EVs will also improve energy efficiency due to electric vehicles requiring significantly less energy per mil the petrol/diesel cars and allow, off-peak charging that reduces overall energy demand.
New LED bulbs have been installed across the company, delivering energy savings of up to 75-90% and producing far less waste heat than traditional lighting.
The Group remains committed to reducing its carbon footprint and continues to look out for new energy saving and funding opportunities going forward.
We have audited the financial statements of Highwood Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience.
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation.
We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships.
tested journal entries to identify unusual transactions.
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 were indicative of potential bias.
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation.
reading the minutes of meetings of those charged with governance.
enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £nil (2024 - £22,909 loss).
Highwood Group Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is The Hay Barn, Upper Ashfield Farm, Hoe Lane, Romsey, Hampshire, SO51 9NJ.
The group consists of Highwood Group Holdings Limited and all of its subsidiaries.
The financial statements cover the 12 month year ended 31 December 2025, the prior period covers the 18 month period ending 31 December 2024. The company had decided to change it's prior year reporting period to better reflect it's business cycle. As a result, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Highwood Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Investments in joint ventures and associates are carried in the group at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.The group recognises turnover on an accruals basis, where the amount of turnover can be reliably measured and it is probable that the future economic benefits will flow to the group.
Revenue from construction contracts is recognised by reference to the value of certified work at the year end.
Land sales are recognised upon exchange of ownership, when the rewards and responsibilities are transferred.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Recognition of revenue and profit is based on judgements made in respect of the ultimate profitability of a contract. Such judgements are arrived at through the use of estimation in relation to costs and value of work performed to date and to be performed in bringing contracts to completion. These estimates are made by reference to recovery of pre-contract costs, variations in work scopes, claim recoveries and expected contract costs to complete. The group has appropriate control procedures to ensure all estimates are determined on a consistent basis and subject to review and authorisation. The amount included in cost accruals which has been estimated based on the expected profit margin is £9,104,767 (2024 restated: £14,260,730).
Investment properties included in within the financial statements are carried at fair value £386,564 (2024: £nil). The directors determine the fair value using their assessment of current market conditions. In forming this judgement, consideration has been given to recent comparable market transactions, observable market data where available, and their own experience and knowledge of the property sector. The directors are satisfied that the resulting valuation represents an appropriate estimate of fair value in accordance with the requirements of FRS 102.
The total turnover of the group for the year has been derived from its principal activities wholly undertaken in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024: 4).
The comparative amounts included for employee and directors' remuneration cover the 18 months period ending 31 December 2024.
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
The directors have determined the fair value of the investment property at the reporting date based on their assessment of current market conditions. In forming this judgement, consideration has been given to recent comparable market transactions, observable market data where available, and their own experience and knowledge of the property sector.
Unlisted investments have been initially and subsequently measured at cost less impairment in line with section 11.14(d)(v) of FRS 102. The directors consider that there has been no impairment of the investment since acquisition.
The value in shares in subsidiaries in the group balance sheet relates to legal costs arising from business combinations. The addition in the current period relates to remaining acquisition costs from the previous period.
Details of the company's subsidiaries at 31 December 2025 are as follows:
During the year ended 31 December 2025, Highwood Group Holdings Limited acquired the shares of Highwood Ventures 19 Limited, these shares were subsequently transferred to Highwood Homes Limited.
This transfer is a group reconstruction and as such is accounted for under merger accounting. This requires the transfer to be treated as if it was always in place. Therefore the transactions relating to the subsidiary have been brought into the comparative and opening positions.
During the year, the group also acquired 100% shareholdings in Highwood Ventures 3 Limited and Highwood Ventures 18 Limited. The companies were acquired at the par value of share capital, which was equal to the value of net assets in each.
The registered offices for all the entities noted above are the same as disclosed for this entity.
Details of associates at 31 December 2025 are as follows:
The registered offices for all the entities noted above are the same as disclosed for this entity.
The revenue disclosed for both the current and comparative periods relates to construction contracts and land sales. All trade debtors, work in progress and trade creditors at the year end are related to these ongoing contracts.
The balance sheet also includes accrued income of £859,180 (2024 - £5,607,636) and accrued costs of £9,104,779 (2024 restated - £14,260,731) in respect of these contracts.
Other loans comprise of Class A and Class B loan notes which both attract a fixed interest rate of 5.5% and are both repayable by 20 March 2030.
The loan notes are secured by fixed charges by way of a composite guarantee and debenture over Highwood Group Holdings Limited and the 18 Highwood Ventures companies that were outside of the group at year-end.
During the prior period £5,000,000 of the outstanding principal amount of the Class A Loan Notes was converted into a new class of redeemable preference shares.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
There were outstanding contributions at the year end of £24,279 (2024: £53,024).
Ordinary share capital
During the prior period the Company reduced the value of share capital in respect of its A Ordinary and B Ordinary shares from £1.00 to £0.10 each.
All ordinary shares in issue have the same rights, preferences and restrictions attached to them.
Preference share capital
In the prior period, the preference shares were irredeemable. These shares had the right to receive an annual preferential dividend of 3% of the nominal value of the preference share in issue.
These preference shares had no voting rights attached and were not eligible for further dividends beyond the contractual 3% noted above.
During the prior period these were cancelled and replaced by £5,000,000 redeemable preference shares.
The redeemable preference shares have no voting rights attached and carry no rights to a fixed dividend.
The redeemable preference shares are to be redeemed at the company’s own discretion.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
The group has taken advantage of the exemptions contained within section 33.1A of FRS102 to not disclose transactions with other group entities that are 100% owned members of the group.
During the year the group made sales of £nil (2024: £760,000) to Littlemeads Investments Limited, a company that shares key management personnel. There was no balance outstanding at the year end in relation to this transaction.
During the year the group also operated loan accounts with other entities under the control of the directors. These loan accounts were interest free and repayable on demand.
At the balance sheet date, the following amounts were owed to the group by:
Highwood Strategic Land Limited - £522,267 (2024: £518,987).
Upper Ashfield Management Company Limited - £282 (2024: £1,025).
Hoe Lane Investments Limited - £252,489 (2024: £252,339).
Hoe Lane Properties Limited - £150 (2024: £nil)
At the balance sheet date, the following amounts were owed by the group to:
CKS Investment Properties Limited - £290,000 (2024: £500,000).
The group also had transactions with Granthorne Holdings Limited which included purchases of £nil (2024: £40,000) during the year. There was no amount outstanding as at the year end relating to these transactions.
The group was charged interest on the loan from CKS Investment Properties Limited during the year totalling £33,797 (2024 - £54,795).
Revenue relating to a balloon payment on a specific contract has been amended to reflect the inclusion of a retention debtor. The total receipt is unchanged, however, profitability has been reduced in order allocate a proportion of this payment against the retention debtor, which reflects previously recognised income.