The members present their annual report and financial statements for the year ended 31 October 2025.
The principal activity of the limited liability partnership is that of property developers.
The members' drawing policy allows each member to draw a proportion of their profit share, subject to the cash requirements of the business.
A member's capital requirement is linked to their share of profit and the financing requirement of the limited liability partnership. There is no opportunity for appreciation of the capital subscribed. Just as incoming members introduce their capital at "par", so the retiring members are repaid their capital at "par".
The designated members who held office during the year and up to the date of signature of the financial statements were as follows:
During the year, the principal risks associated with the Wheatley Campus development included changes in market conditions, construction cost increases and sales values being lower than budget. The members regularly reviewed anticipated construction costs and selling prices to ensure the project remained viable.
Subsequent to the year end, the LLP transferred its land holding and associated work in progress at Wheatley Campus to a member entity. The members are continuing to consider further development opportunities for the LLP, although no specific developments have been committed to at the date of approval of these financial statements.
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the limited liability partnership will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Crest Nicholson (Wheatley) LLP (the 'limited liability partnership') for the year ended 31 October 2025 which comprise the statement of comprehensive income, the balance sheet, the reconciliation of members' interests, the 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
Material uncertainty related to going concern
Other information
As explained more fully in the members' responsibilities statement, the members 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 members 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 members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.
As a result of this assessment, we considered the opportunities and incentives that may exist within the limited liability partnership for fraud and identified that the greatest area of risk was in relation to management override and valuation of WIP.
We have obtained an understanding of the legal and regulatory frameworks that the limited liability partnership operates in from discussions with the members and our knowledge of the limited liability partnership and its industry sector. We have focused on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.
We performed the following audit procedures after consideration of the above risks which included the following:
enquiry of management of actual and potential litigation and claims;
testing a sample of addition of WIP during the year to supporting documentation to ensure the WIP is recorded correctly in the period;
assessing the recoverability of WIP by comparing its carrying value to the estimated net realisable value and evaluating whether any impairment provision was required at the year end;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 limited liability partnership's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the limited liability partnership'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 limited liability partnership and the limited liability partnership's members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 16 form part of these financial statements.
The notes on pages 10 to 16 form part of these financial statements.
The notes on pages 10 to 16 form part of these financial statements.
The notes on pages 10 to 16 form part of these financial statements.
Crest Nicholson (Wheatley) LLP is a limited liability partnership incorporated in England and Wales. The registered office is 500 Dashwood Lang Road, Bourne Business Park, Addlestone, Surrey, KT15 2HJ.
The limited liability partnership's principal activities are disclosed in the Members' Report.
These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together 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 limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements have been prepared on a going concern basis.
Subsequent to the year end, the LLP transferred its entire land holding and associated work in progress to a member entity. As a result, the LLP currently has no active development projects. The members intend that the LLP will continue in existence and discharge its obligations as they fall due.
The LLP is dependent upon the continued financial support of its members in order to meet its liabilities as they fall due. Crest Nicholson Operations Limited has confirmed its intention to provide financial support to the LLP for a period of at least twelve months from the date of approval of these financial statements.
Whilst no future trading or development activities are currently anticipated, the LLP's ability to continue as a going concern is dependent upon the continued financial support of Crest Nicholson Operations Limited. Accordingly, this represents a material uncertainty that may cast significant doubt on the LLP's ability to continue as a going concern.
Nevertheless, having considered the continued financial support available from Crest Nicholson Operations Limited and the LLP's forecast cash requirements, the members have concluded that the LLP will have adequate resources to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
Turnover represents the amounts receivable by the LLP for rental of land and property prior to the development of the land, excluding VAT.
Members' participation rights are the rights of a member against the LLP that arise from the agreed arrangements between the members (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.
Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.
Interest payable on loans due to members is recognised as a finance cost on an accruals basis and charged to the profit and loss account in the period to which it relates.
Profit and losses for the year are divided evenly between the members.
Work in progress comprises land purchased for development and costs directly attributable to the development. It is valued at the lower of cost and net realisable value. Provision is made for any foreseeable losses, where appropriate. No element of profit is included in the valuation of work in progress.
Land inventory and the associated land payables are recognised in the balance sheet from the date of unconditional exchange of contracts. Where land is purchased on deferred settlement terms then the land and the land payable are discounted to their fair value. The land payable is then increased to the settlement value over the period of financing, with the financing element being charged as interest expense through the income statement.
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Financial instruments are recognised in the limited liability partnership's statement of financial position when the limited liability partnership 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.
Basic financial liabilities, including creditors, bank loans, loans from fellow group members 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.
The taxation payable on the partnership profits is solely the personal liability of the individual members consequently neither partnership taxation nor related deferred taxation arising in respect of the partnership are accounted for in these financial statements.
In the application of the limited liability partnership’s accounting policies, the members 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 incremental borrowing rate used to measure deferred land payable is 6.5%, which is SONIA plus margin on inter-group borrowing facilities. Estimation uncertainty arises in determining the appropriate discount rate, as there is no directly observable market rate for the specific deferred payment arrangement. The members consider 6.5% to be a reasonable rate for discounting the liability. Changes in the discount rate applied could result in a material adjustment to the carrying value of the deferred land payable and the related interest capitalised within development inventory.
The LLP's principal asset comprises development land and associated costs included within work in progress with a carrying value of £71.8 million at 31 October 2025. The members are required to assess whether the carrying amount of work in progress is recoverable and does not exceed its net realisable value.
The assessment of recoverability involves judgement regarding the value attributable to the development land and associated costs. Estimation uncertainty arises because changes in market conditions, development prospects and expected realisation values may affect the amount ultimately recoverable from the asset.
Subsequent to the reporting date, the development land and associated work in progress were transferred to Crest Nicholson Operations Limited at a value in excess of the year-end carrying amount. This transaction provides supporting evidence for the valuation adopted by the members at 31 October 2025 and no impairment provision has been recognised.
An analysis of the limited liability partnership's turnover is as follows:
The LLP had no employees during the period.
During the year, the cost of land held as stocks decreased by £2,818,899 following adjustments to the gross purchase price of the land. The decrease arose principally from changes in the contingent consideration liability relating to the development land and adjustments associated with interest on the consideration paid for the Western Access Road. The resulting reduction has been reflected in the carrying value of stocks at the reporting date.
The loan of £61,088,188 (2024: £40,062,278) is due to Crest Nicholson Operations Limited. The loan is repayable from proceeds arising from the development assets. Subsequent to the year end, the LLP transferred its land holding and associated work in progress to Crest Nicholson Operations Limited, with the consideration satisfied by a reduction in the balance due to that entity, as disclosed in note 14. The loan incurs interest at a rate of 6.46% per annum.
In the event of a winding up the amounts included in "Loans and other debts due to members" will rank after unsecured creditors.
No restrictions or limitations exist on the ability of the members to reduce the amount of ‘Members’ other interests’ other than prior written consent of the other member.
On 1 July 2026, the members approved the transfer of the LLP’s entire land holding and associated work in progress to Crest Nicholson Operations Limited for total consideration of £74.6 million. The consideration was satisfied through a reduction in the intercompany loan balance owed to that entity.
This transaction represents a significant disposal of the LLP’s development assets. As the approval and execution of the transaction occurred after the reporting date and does not provide evidence of conditions existing at that date, it has been treated as a non‑adjusting event. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.
During the period, interest of £3,637,310 (2024: £1,234,469) was charged on the members loan due to Crest Nicholson Operations Limited.
Crest Nicholson PLC act as guarantor on the loans stated within other creditors of £16,468,759 (2024: £17,925,925) and £ Nil (2024: £15,911,301)