The directors present their annual report and financial statements for the year ended 31 December 2025.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In May 2026, Waystone Limited completed a land sale of £6.1m at the Hatfield Powerpark site in South Yorkshire.
The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemption provided by section 415A of the Companies Act 2006.
Company law requires the directors to prepare group and company financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
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 group and the company and of the profit or loss of the group and the company for that period.
In preparing each of the group and company financial statements, the directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Waystone Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The directors' report has been prepared in accordance with applicable legal requirements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting tax computations.
The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety in the workplace. We performed audit procedures to inquire of management whether the company is in compliance with these laws and regulations and reviewing legal expenditure to identify any indications of non-compliance and litigation.
The group audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing a sample of journal entries and other adjustments utilising data analytics techniques, evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business and challenging judgments and estimates applied in the recognition of revenue.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://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.
There are no items of other comprehensive income for either the period or the prior period other than the loss for the year and the loss for the prior year. Accordingly no statement of other comprehensive income has been presented.
The notes on pages 9 to 22 form part of these financial statements.
The notes on pages 9 to 22 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the period was £1,033,062 (31 December 2024 - £717,585 loss).
Waystone Limited (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is CP House, Otterspool Way, Watford, Hertfordshire, WD25 8JJ. The principal place of business is 7 Napier Court, Gander Lane, Barlborough, Chesterfield, Derbyshire, S43 4PZ.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 2).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
The consolidated group financial statements consist of the financial statements of the parent company Waystone 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.
The financial statements have been prepared on a going concern basis and the directors consider this basis to be appropriate given there are contracted land sales at the Hatfield Colliery Site, South Yorkshire. In addition, the company has received a letter of support from its parent undertaking, CP Holdings Limited, confirming its intention and ability to continue to assist the company with its working capital requirements and financing arrangements over the forthcoming twelve months from the date of approval of these financial statements.
Land Development sales
Income from land development sales is recognised as plots of land are sold with any advances held as payments on account.
Profit is recognised on land sales upon the completion of land development works, if the final outcome can be estimated reliably by including in the profit and loss account the turnover and related costs. Losses on long-term contracts are recognised in full when such losses can be foreseen.
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting deadline.
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.
Investments in subsidiary undertakings are measured at cost less accumulated 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 impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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, other loans and loans from fellow group companies, 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Ordinary shares are classified as equity,
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 group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Operating leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.
Associates and joint ventures
An entity is treated as a joint venture where the group is a party to a contractual agreement with one or more parties from outside the group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the group exercise significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interest in joint venture undertakings and associated undertakings are accounted for using the equity method of accounting, Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor's share of the profit and loss, other comprehensive income and equity of the joint venture and associate. The consolidated profit and loss account includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the group. In the consolidated balance sheet, the interests in the joint venture undertakings and associated undertakings are shown as the group's share of the identifiable net assets. Loans to trading joint venture and associated undertakings are included in investments due to their long-term nature.
Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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 following estimates and judgements have had the most significant effect on amounts recognised in the financial statements.
The cost of sales in relation to land sales are subject to a degree of estimation and transfers out of work in progress are based on the estimated margin. Assessments of which, are based against historical margins, client and market knowledge and budgets for sales of land.
In preparing these financial statements, the directors have exercised judgment in determining whether there are indicators of impairment of the company's investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the investment.
The directors have exercised judgement in determining whether there are any indications of impairment of the group's and the company's work in progress balance and the amounts recoverable by the group on long-term contracts. Factors taken into consideration include estimates made regarding the economic viability and expected future financial performance of the related development project or contract.
The company has tax losses carried forward. Assessments as to whether or not to recognise deferred tax assets involve forecast of future taxable profits. These forecasts involve a series of complex judgements about future events and can rely heavily on estimates and assumptions. Actual outcomes could be different to the estimates and assumptions used in determining the forecasts.
Management have determined the future liabilities to meet planning obligations and the related indexation are sufficiently allowed for in the costs to complete on long term projects. The planning obligations require a formal review mechanism at certain project milestones with the concerned planning authority which based on the nature of the scheme, variations, and delays to the start date of the project as well as inflation may result in a different figure to that agreed in April 2017. Outcome of negotiations with the authority could significantly affect the estimates and the amounts recognised on contracts.
Included within cost of sales is a credit of £600,000 (2025: £nil) arising from the reassessment of estimated forecast costs to complete the project at the year end. Following an updated review of project costs and recoverability, management concluded that as a a result of improved land sales values negotiated for a plot at the site, the projected outturn profitability supported a partial reversal of impairment in the year. No turnover was recognised in respect of this project during the financial year.
The average monthly number of persons (including directors) employed by the group and company during the year was:
During the period retirement benefits were accruing to 2 directors (31 December 2024: 2) in respect of defined benefit contribution pension schemes.
Certain directors are remunerated by the parent undertaking, CP Holdings Limited.
Cibitas Investments Limited and Cibitas Holt Town Limited have ceased trading. These entities have not been consolidated as the directors consider them to be immaterial.
Details of the company's subsidiaries at 31 December 2025 are as follows:
* Registered office address for all subsidiary undertakings :
CP House, Otterspool Way, Watford, Hertfordshire, WD25 8JJ. All the companies are incorporated in England and Wales.
Details of joint ventures at 31 December 2025 are as follows:
Work in progress comprises the purchase of certain land and planning, development and financing costs incurred in connection with the various development projects being undertaken by the company and the group.
Group finance costs of £92,327 (2024: £106,901) have been capitalised to year end 31 December 2025.
In the year an impairment loss was recognised relating to work in progress of £211,846 (2024: £107,719) at a project of the company whilst a corresponding impairment reversal on a project within the group is recognised within cost of sales.
Amounts owed by the group and company to the parent group undertakings include £8,500,322 (2024: £5,724,668) which bears interest at 3% above Bank of England base rate and are secured by a legal debenture over the assets of the group and company. Amounts owed by group may be received in more than 12 months.
Recognised in amounts for Group provisions are estimated amounts relating to long term contract obligations £399,189 which have become more uncertain with the passage of time.
The Group has also recognised a provision in respect of obligations arising under a customer contract relating to the completion and/or remediation of certain contracted works existing at the reporting date. The provision has been measured at the directors’ best estimate of the expenditure required to settle the present obligation at the balance sheet date, taking into account contractual terms, correspondence with the customer, external professional advice where appropriate, and management’s assessment of the scope and likely cost of the works required. The additional provision recognised at the reporting date amounts to £330,000 (2024:£nil).
Due to the inherent uncertainty associated with the extent of works ultimately required, the timing and amount of the final settlement may differ from the amount provided. The directors expect resolution of the matter within 12 months of the reporting date.
The Group has provided guarantees in favour of Derbyshire County Council, City of Doncaster Council, Yorkshire Water, and the Environment Agency in respect of obligations under development agreements of up to £1,602,853.
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
The entity is involved in a matter which may give rise to a potential inflow of economic benefits. Based on the information currently available, the directors consider that an inflow is probable; however as the matter relies on certain conditions being achieved, the approximate amount is £1.5m however the receipt is uncertain. Accordingly, no asset has been recognised in these financial statements.
In May 2026, Waystone Limited completed a land sale of £6.1m at the Hatfield Powerpark site in South Yorkshire.
The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Transactions with related parties include Management fees received from Waystone Hargreaves Land LLP in year of £200,000. (2024: £200,000)