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Registered number: 11587082
WINDTREE LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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WINDTREE LIMITED
REGISTERED NUMBER: 11587082
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one 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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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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WINDTREE LIMITED
REGISTERED NUMBER: 11587082
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
Nicholas James Fallows
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The notes on pages 3 to 8 form part of these financial statements.
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WINDTREE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Windtree Limited (the 'Company') is a private company, limited by shares, incorporated in England & Wales, registered number 11587082. The registered office is 25 Hanover Square, London, England, W1S 1JF.
The principal activity of the Company is to preserve and grow the assets under management on behalf of the shareholders.
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 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 following principal accounting policies have been applied:
As at 31 December 2025, the Company had net assets of £16,773,081, including cash and cash equivalents of £308,976,494. Net assets include a loan payable to the Company’s parent undertaking of £368,245,630, which is repayable on 4 April 2035. The Directors have assessed the Company’s ability to continue as a going concern and have considered the following:
∙The Company’s relatively limited ongoing operating expenditure;
∙Its contractual obligations in respect of investments;
∙The availability of continued financial support from its parent undertaking, as has historically been the case; and
∙The expectation of further funding being made available as and when required.
Taking these factors into account, the Directors are satisfied that the Company has sufficient resources to meet its obligations as they fall due for the foreseeable future, being at least 12 months from the date of signing the financial statements.
Accordingly, the financial statements have been prepared on a going concern basis.
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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WINDTREE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; 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 balance sheet date.
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Income and Retained Earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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Associates and joint ventures
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Associates and Joint Ventures are held at cost less 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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WINDTREE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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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.
Loans from group undertakings are initially recognised at transaction price and are subsequently carried at transaction price less any amounts settled.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
Increases in provisions are generally charged as an expense to profit or loss.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, the directors have made significant judgements in applying the Company’s accounting policies, particularly in relation to the classification and valuation of unquoted equity investments held as part of the Company’s investment portfolio.
Judgement is applied in assessing the appropriate valuation methodology and the relevance of observable versus unobservable inputs, particularly for investments in early-stage or private companies.
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The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
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WINDTREE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in associates
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Foreign exchange movement
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Freehold investment property
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During the year, the Company disposed of its freehold investment property to a fellow subsidiary undertaking, Drawview Limited, for proceeds of £3,700,000. Prior to disposal, the property was remeasured to fair value, resulting in a fair value loss of £352,620 recognised in profit or loss.
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WINDTREE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Due after more than one year
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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WINDTREE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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The Company has an interest-free loan of £368,245,630 (2024: £30,132,736) which has been provided by its shareholder. The loan is interest-free and repayable on 4 April 2035. The directors have assessed the requirements of FRS 102 and consider that measurement at transaction price provides relevant information reflecting the commercial substance of the funding arrangement between group entities.
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Charged to profit or loss
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The deferred tax balance is made up as follows:
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Tax losses carried forward
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Asset - due after one year
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Related party transactions
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The Company received funding from its shareholder totalling £368,245,630 (2024: £30,132,736). The loan is unsecured, interest free and repayable on 4 April 2035. See note 10 for further details.
During the year, the Company disposed of its freehold investment property to Drawview Limited, a fellow subsidiary undertaking, for consideration of £3,700,000. See note 6 for further details.
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