RNS Number : 0565N
Wynnstay Properties PLC
17 June 2025
 

 

The information communicated within this announcement is deemed to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this information is considered to be in the public domain.

 

 

WYNNSTAY PROPERTIES PLC

("Wynnstay" or the "Company")

 

 

AUDITED RESULTS FOR YEAR ENDED 25 MARCH 2025 AND NOTICE OF AGM


17 June 2025

 

 

 

Wynnstay Properties PLC is pleased to announce the publication of its audited results for the year ended 25 March 2025.

 

The Annual Report and Financial Statements is available on the Company's website www.wynnstayproperties.co.uk and will shortly be posted to those shareholders who have elected to receive documents by post, when a further announcement will be made.

 

This announcement contains three sections from the Annual Report and Financial Statements: Introduction to Wynnstay, Chairman's Statement and Managing Director's Review. It also contains the four Financial Statements contained in the Annual Report and Financial Statements together with the notes to those statements.

 

As stated in the note at the end of this announcement, the financial information set out in the announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. 

 

The Company's Annual General Meeting ("AGM") will be held on Wednesday 16 July 2025. Details of the arrangements for the meeting are set out in the notice of meeting in the Annual Report and Financial Statements.

 

This announcement was approved by the Board on 16 June 2025.

 

 

For further information please contact:

 

Wynnstay Properties plc

Philip Collins (Chairman)

07469 042389

 

Zeus (Nominated Adviser and Broker)

Mike Coe, Darshan Patel, Oscar Stack

020 3829 5000

 

LEI number is 2138006MASI24JYW5076.

 

For more information on Wynnstay visit: www.wynnstayproperties.co.uk

WYNNSTAY PROPERTIES PLC

 

INTRODUCTION TO WYNNSTAY

 

A distinctive approach to commercial property investment primarily for private investors

 

Wynnstay is an AIM quoted property investment and development business. Its principal shareholders are private investors wishing to invest in a portfolio of quality secondary commercial properties for medium to long-term capital and income growth. The portfolio is currently focused on industrial, including trade counter, units.

 

Strategy

Wynnstay aims to achieve capital appreciation and generate rising dividend income for shareholders from a diversified and resilient commercial property portfolio in Central and Southern England, with diversity and resilience being reflected in the location, number and nature of the properties, and the mix of lease terms, tenants and uses.

 

For location, the focus is on areas where there is strong occupational demand and often limited supply. Modest rents generally provide opportunity for further rental growth over time as rent reviews and new lettings are concluded and high levels of occupancy can be maintained.  While many tenants have been in occupation for a considerable time, voids can be managed and re-lettings achieved successfully. The relatively small lot sizes of our assets also appeal, when marketed for sale, to a wide range of investors.

 

The majority of properties are multi-let, resulting in a number of individual tenancies in most locations, reducing exposure to any single tenant and risk of loss of rental income in the case of defaults and voids.

 

Leases are mainly for terms of five years or more with upward-only rent reviews based on market rates.  Short-term agreements of two years or less are typically avoided. Flexibility in addressing tenant needs and requirements generally mean that the terms agreed result in a mutually beneficial outcome for both parties.

 

Tenants comprise a broad spread of occupiers and types of business, also reducing risk exposure, and include both well-known national trading chains as well as regional and local businesses. Uses include manufacturing and services; storage and distribution; and trade counter and out-of-town retail.

 

Active direct management and close engagement and constructive business relationships with tenants, together with refurbishment and selective development over time, underpin capital value and increase income.

 

Managed for shareholders

The portfolio is directly, rather than externally, managed. Finance is partly outsourced to an external provider to meet specific needs with day-to-day accounting undertaken in-house. All report to the Board, the majority of whom are Non-Executive Directors.

 

Management remuneration comprises salary and, where appropriate, a cash bonus. Wynnstay does not offer incentive schemes, such as share plans, share options or share bonuses.

 

As a result, both management and the Board are focused on Wynnstay's performance for the benefit of shareholders, operational costs are closely controlled, and dilution of shareholders' investment and potential conflicts of interest are minimised.

 

Incremental growth

The portfolio has been built incrementally, with opportunities being taken to dispose of assets as and when the time is appropriate and to reinvest in assets that offer better long-term return, enhance the quality of the portfolio and broaden its geographic spread.

 

This is achieved gradually over time, without the need for deal-driven activity in pursuit of corporate or portfolio expansion.

 

Funding

Wynnstay adopts a prudent, pragmatic approach to funding. Investments are funded in part by retained profits and recycling capital receipts from disposals and in part from borrowings, the majority at a fixed rate and held at a modest loan-to-value level, from an experienced and supportive property lender. This provides security at times of uncertainty in debt markets.

 

 

Valuation

The portfolio is valued each year by independent professional valuers. Valuations are inherently subjective due to the assumptions and judgements made by the valuers. Commercial property is a cyclical market that can exhibit significant upward and downward movements. Steadiness and progression over the medium and long-term are most likely to be in the shareholders' interests. 

 

The annual valuation is undertaken under accounting standards for use in our financial statements in accordance with RICS Global Standards and values each property as a separate asset on the basis of a sale of that property in the open market. Therefore, the valuation does not take account of any additional value that might be realised if the portfolio as a whole were to be offered on the open market or any other special factors that may be relevant in the case of individual potential purchasers, such as sales to other property investors, existing tenants or adjoining owners.

 

Wynnstay on AIM

Wynnstay's shares were quoted on its AIM introduction in 1995 at a mid-market price of 150p. On the day prior to the approval of this report, the mid-market price was 835p, an increase of 557%. The dividend paid in 1995 was 4.0p per share. The dividend paid and proposed for the current year will be 27.0p per share, an increase of nearly 675%.

 

Performance

Wynnstay's distinctive approach has delivered on its strategy over both the medium and long term. Shareholders have benefitted from substantial increases in net asset value per share and dividends as the portfolio and its management have delivered strong results over those periods.

 

Corporate Performance over five years

 

Year Ended 25 March

 

2021

2022

2023

2024

2025

 


pence

pence

pence

pence

pence

Net Asset Value per share:

Annual


911p

1,090p

1,110p

1,136p

1,168p

Five Year Net Asset Value:

Cumulative Growth

28.2%






Dividends per share, paid and proposed:

Annual


21.0p

22.5p

24.0p

25.5p

27.0p

Five Year Dividend:

Cumulative Growth

28.6 %






 


%

%

%

%

%

Total Accounting Return: Annual


16.9%

22.0%

3.9%

4.5%

5.1%

Five Year Total Accounting Return:

Cumulative Growth

47.5 %

 

 

 

 

 

Loan-to-value ratio


29.4%

25.5%

25.3%

24.7%

23.3%

Operating Costs/Portfolio Value


2.5%

1.9%

1.6%

1.5%

1.6%

Operating Costs/Income


34.8%

32.0%

27.7%

24.8%

25.9%

 

   Total accounting return is calculated by combining movements in net asset value and dividends for the period 
     expressed as a percentage of the opening net asset value per share.

Operating costs exclude £81,000 (2023) and £27,000 (2024) of non-recurring costs relating to new board appointments.

 

We recognise the importance of a rising income stream for many shareholders and we seek to develop our portfolio so that it can deliver a growing income that can underpin progressive dividend payments to shareholders. We also know that, in addition to rising dividends, shareholders expect appreciation in the capital value of their investment.

 

Our objective is to achieve a reasonable balance between progressive dividend payments and capital appreciation.

 

Dividends over the past five years have increased by 28.6%. Net asset value per share increased by 28.2%.

 

Total accounting return per share combines the movements in dividends and net asset value and demonstrates to shareholders the overall corporate performance. This measure is reviewed both on an annual basis and cumulatively over a rolling five-year period. Over the last five years the Company has benefited from a cumulative total accounting return of 47.5%, reflecting an average annual rate of return of 9.5% per annum over this period.

 

Another key measure of performance for shareholders in investment businesses is our ability to manage our cost base

relative to the value of the portfolio under management and the income generated, both of which support dividend

payments to shareholders. Operating costs relative to portfolio value have been at or below 2% for four of the past five years. This year they were 1.6%. In two of the past five years, operating costs relative to property income have been within the range of 30-35%.  Over the last three years, as a result of the increase in rental income and tight cost control, this figure has reduced to around 25%.

 

Loan-to-value ratio is an important measure for shareholders in businesses that rely on debt for funding, such as property companies. It demonstrates the ability to balance expansion of the portfolio and the returns that come from using debt to do so with the need to manage risk through prudent external financing. Wynnstay's facilities allow borrowing up to 50% of the value of the assets secured. It is prudent, given the nature of the commercial property market, to adopt an approach that gives us a good margin between our actual borrowing and this facility limit with a range of circa 35-40% being considered appropriate. Wynnstay's loan-to-value ratio has generally been well within this range.

 

Portfolio Performance over five years

 

Year ended 25 March

 

2021

2022

2023

2024

2025

 

 

£'000

£'000

£'000

£'000

£'000

Property Income


2,438

2,308

2,312

2,599*

2,693*

Rental Income


2,140

2,252

2,304

2,541

2,679

Underlying   Five Year Rental Income: Cumulative Growth

19.4%

1,790




2,137

Portfolio Value


34,005

38,975

39,320

43,915

42,910

Underlying Five Year Portfolio Value: Cumulative Growth

26.0 %

27,496




34,645

 


%

%

%

%

%

Occupancy at year-end


99%

100%

100%

99%

100%

Rent Collection for year


99%

100%

 100%

100%

98%

Passing Rent to Estimated Rental Value


92.5%

88.1%

92.4%

90.2%

89.4%

 

 

years

years

years

years

years

Weighted average unexpired lease term:

-       to lease break

 

 

 

2.8

 

3.0

 

3.1

 

2.9

 

2.4

-       to lease expiry


4.5

4.4

4.4

4.1

3.7

*       Includes for 2025 £14,000 of Other Property Income (2024: £58,000). See note 2 of the Financial Statements.

     Underlying Rental Income and Portfolio Value are for properties that have been held in the portfolio throughout the five-year period.  

   Excludes rent concessions of £29,000 granted to tenants as a result of the Covid-19 pandemic.

    After rounding for £8,000 bad debt (0.3%).













 

In assessing the performance of the portfolio, several key measures are used. In addition to the overall property income and portfolio value, underlying growth in both property income and value from those properties held in the portfolio throughout the previous five years are assessed.

.

Like-for-like underlying rental income and portfolio value growth demonstrate the ability to acquire and retain properties that are attractive to existing and new tenants, to manage them well and to grow average rents over time thus increasing income and capital value. On this analysis, the core portfolio has performed very well over five years, delivering rental income growth of 19.4% and portfolio value growth of 26.0%.

 

Occupancy and rent collections are also key performance measures for the portfolio. Occupancy demonstrates the ability to retain tenants at renewal and to let vacant premises when tenants do not renew which, in turn, underpin rental income and shareholders' dividends as well as capital value. Ensuring that rents are collected is essential to ensure that the portfolio delivers the best results for shareholders and shareholders' dividends are protected.  Wynnstay's excellent record of rental collections and occupancy has been maintained at or very close to 100% over the past five years.

 

 

Our passing (i.e. current) rental income relative to the estimated rental value for the portfolio used by our valuers in the annual valuation gives an indication of the potential additional income that may be realisable, depending on market conditions, when rent reviews fall due or when properties become vacant and are offered for reletting. Over the past five years, this has typically demonstrated a % reversionary income potential in the range of 7.5% to 12.0%.

 

Share Price Performance

Wynnstay is quoted on AIM and therefore is not a constituent of the FTSE 350 Real Estate Investment Trusts Index, which contains a good cross-section of quoted property companies of various forms, all much larger than Wynnstay. Wynnstay's share price relative to the FTSE 350 Real Estate Investment Trusts Index is shown in the chart below. Wynnstay's share price has substantially outperformed the index over the ten-year period.

 

 

Source: Alpha Terminal

 

Wynnstay's share price has also substantially outperformed the market indices for the leading AIM companies and for other much larger companies within the main market in the FTSE-350 index as shown in the chart below.

 

A graph of blue and orange lines AI-generated content may be incorrect.

Source: Alpha Terminal



 

WYNNSTAY PROPERTIES PLC

 

CHAIRMAN'S STATEMENT

 

I am pleased to report to shareholders on another year of steady and very satisfactory progress at Wynnstay, delivering further increases in net asset value and in dividends, and thus in total accounting return, for shareholders. 

 

We made two disposals of longstanding assets and, since the year-end, we have reinvested the proceeds in an acquisition with better growth prospects. The portfolio has also benefitted from a series of positive reversionary lease renewals and rent reviews.

 

Wynnstay's overall financial performance in the financial year, compared to the prior year, is summarised in the overview table below. The table should be read in conjunction with the following commentary and the financial statements.

 

Overview of Financial Performance: 2025 vs. 2024


% Change

2025

2024

Rental Income*

  Annual

 

5.4 %

 

£2,679,000

 

£2,541,000

  Underlying

9.4 %

£2,621,000

£2,396,000

• Net Property Income (adjusted)

5.2 %

£1,883,000

£1,790,000

• Operating Income

  Before fair value adjustment

 

(6.6) %

 

£1,935,000

 

£2,072,000

  After fair value adjustment

26.5 %

£2,618,000

£2,069,000

Earnings per share (weighted average)

15.5 %

58.1p

50.3p

Dividends per share, paid and proposed

5.9 %

27.0p

25.5p

Net asset value per share

2.8 %

1,168p

1,136p

Loan to value ratio


23.3%

24.7%

Total Accounting Return for the year

 

5.1%

4.5%

 

*   Annual Rental Income is shown in note 2 of the Financial Statements and Underlying Rental Income is the like-for-like income from properties held in the portfolio throughout both years.

    Excludes £27,000 of non-recurring costs incurred in 2024 relating to new Board appointments.

 Total accounting return is calculated by combining movements in net asset value and dividends for the period expressed as a percentage
      of the opening net asset value per share.

 

Commentary on Financial Performance in 2025

Rental income for the financial year increased by 5.4% compared to the previous year to £2,679,000 (2024: £2,541,000).  This increase reflects the strong outcome of several successful rent reviews and new lettings within the existing portfolio after the previously reported sale of the Cosham and Midhurst properties in the first half of the financial year.

 

Other property income of £14,000 (2024: £58,000) comprised service charge related management fees.

 

Net property income rose to £1,883,000 (2024: £1,790,000) reflecting the higher property income noted above and the overall property costs of £113,000 (2024: £138,000) and administrative costs of £697,000 (2024: £671,000) in the financial year compared to the prior year.

 

Operating income benefitted from the sale of the Midhurst and Cosham properties which realised a net profit after costs of £52,000 (2024: £282,000) and after the fair value adjustment arising from the annual revaluation, was £2,618,000 (2024: £2,069,000). Earnings per share rose by 15.5% to 58.1p per share.

 

As a result of the fair value adjustment arising from the valuation, to which I refer below, the profit on disposal of Midhurst and Cosham properties and the positive income generation in the business, the net asset value per share rose by 2.8% to 1,168p per share (2024: 1,136p).

 

Managing Director's Review

Our Managing Director, Chris Betts, has prepared his review of the year which follows this statement. This provides detail on the transactions mentioned above and management activity in the portfolio.  

 

Valuation

This represents a 1.7% increase of £725,000 on the like for like valuation of properties held as at 25 March 2024 and primarily reflects the transactions in the year already mentioned above as well as the benefits of the active management of the portfolio reported in the Managing Director's Review.

 

Finance, Borrowings and Gearing

Wynnstay remains in a strong financial position, with a low loan-to-value ratio under our secured facilities of 23.3 % (2024: 24.7%).

 

At the year-end, we held cash of £1.7 million (2024: £0.4 million) and our borrowings were £9.977 million (2024: £10.843 million). The increase in cash held and the decrease in our borrowing compared to the prior year resulted from the profitable disposals mentioned above. During this period we fully repaid £900,000 borrowed under our revolving credit facility.

 

The interest rate under our fixed term facility is fixed at 3.61% until December 2026. In addition to our available cash balance and positive cash flow from our property activities, our £5m revolving credit facility was undrawn at the year-end.

 

Dividend

Over recent years we have sought to pursue a progressive dividend policy that aims to provide shareholders with a rising income commensurate with Wynnstay's underlying growth and finances.

 

In the light of the satisfactory results for the year, the Board recommends a final dividend of 17.0p per share (2024:

16.0p). An interim dividend of 10.0p per share (2024: 9.5p) was paid in December 2024. Hence, the total dividend for this year of 27.0p per share (2024: 25.5p) represents an increase of 5.9% on the prior year.

 

Over the past five years, dividends have increased by 28.6% from 21.0p to 27.0p.

 

Subject to shareholder approval, the final dividend will be paid on 31 July 2025 to shareholders on the register at the close of business on 27 June 2025.

 

Wynnstay's Financial Performance in the longer-term

In the Annual Report three years ago, we introduced a new section, entitled Introduction to Wynnstay. This describes Wynnstay's distinctive approach to commercial property investment primarily for private shareholders and provides information both on the Company's performance and its share price performance over time.

 

I encourage all shareholders to read this explanation of Wynnstay's rationale and performance on pages 5 to 9 of the Annual Report. It highlights Wynnstay's continued strength over time across a range of measures.

 

Key points to which I would draw shareholders attention are illustrated on page 6 of the Annual Report. Wynnstay has delivered cumulative growth over five years in total accounting return (net asset value and dividends) of 47.5% and Wynnstay's share price has substantially outperformed established market indices. In managing the portfolio, we have achieved substantial underlying growth in rental income and portfolio value and maintained a consistent record of full occupancy and rent collections.

 

Changes at our registrars and auditors

Following the acquisition in May 2024 of our registrars, Link Group, by Mitsubishi UFG Financial Group Inc. (MUFG), our registrars are now known as MUFG Corporate Markets. There is no change in the services they provide as registrars and their updated contact details are shown on page 2 of the Annual Report.

 

On 31 March 2025 our auditors, who were part of the professional services division of Evelyn Partners LLP, separated from that group under new ownership. They are now known as S&W Partners Audit Limited and they report on our financial statements for the year under that new name on pages 30 to 34 of the Annual Report. The senior team responsible for the conduct of the audit has not changed.

 

Change of nominated adviser and broker

In July 2024 W.H. Ireland Group PLC sold its capital markets division including its corporate advisory and broking business to Zeus Capital Limited, which therefore became our nominated adviser and broker. Many of the W.H. Ireland team have remained with Zeus Capital and I am pleased to say that the transfer was completed smoothly so far as we are concerned.

 

Change of Company Secretary and Registered Office

Our Company Secretary, Susan Wallace, retired on 31 July 2024 and we appointed our solicitors' secretarial company, Fieldfisher Secretaries Limited, to succeed her and moved our registered office to their address in London which is shown on page 3 of the Annual Report.

 

Shareholder Matters

Shareholders will be aware from our Annual Reports in recent years that one issue that has been raised in the annual self-evaluation carried out by the Board is the effectiveness of the Company's communications with shareholders and potential investors.

 

Whilst we are pleased to hear from individual shareholders by phone or email from time to time, their enquiries are generally about their shareholdings and forthcoming dividend payments although we do also hear from some who read about developments affecting commercial property, such as energy efficiency, and want to ask about the impact of potential proposals on our portfolio.

 

In common with most other companies, attendance at our Annual General Meetings has declined substantially over the past ten years, particularly since the pandemic. Although it is encouraging to see how many shareholders still take the trouble to vote at the meetings by proxy, now only around half a dozen or so shareholders at most attend meetings.

 

In order to provide more information to shareholders, last year we undertook a complete redesign of our website which was launched in time for our Annual General Meeting in July. This redesign, incorporating additional material on Wynnstay's distinctive approach to commercial property investment and with new photographs and details of the portfolio is an important means of communicating with shareholders.

 

We have had several discussions with our nominated advisers and brokers, W.H. Ireland and subsequently Zeus Capital, about whether it might be appropriate for us to use one of the relatively new virtual platforms to communicate  with shareholders. Whilst we realise that not all shareholders are familiar with using the internet for online meetings, we know that many use it to communicate with families and friends at home and across the other side of the world.  Indeed, we have one shareholder who is 102 years old and is a regular user.

 

We do not consider that it is appropriate to abandon our physical meetings of shareholders or to move to holding hybrid meetings which combine physical and virtual presence by shareholders. While some companies have done this, they tend to be those with large share registers and mostly institutional shareholders or small companies, often with niche corporate or financial investors operating in specialist sectors. At Wynnstay, this change would require modifications to our Articles of Association and would add some complexity and cost which we do not consider is necessary.

 

However, we have decided on a trial basis to use an online platform, Investor Meet Company (IMC), to supplement our regular reports to shareholders following the Annual General Meeting and the publication of our Interim Report.  We may also add additional presentations if there are significant developments during the year. The presentations will enable us to introduce Wynnstay and present its recent results, for questions to be raised with us in writing through an online facility and for feedback to be provided to the Company following the meeting. The IMC facility will be available both to shareholders and to any other individuals, such as potential investors and financial advisers who register with IMC to attend.

 

Those shareholders who wish to take part in the IMC presentation will need to register in advance with IMC. This is a simple process and there is no cost to register or participate.  Shareholders will find the details of how to register in my letter accompanying this Annual Report.

 

The Board continues to monitor the liquidity and marketability of Wynnstay shares. We have a small, and rather unusual, share register on which there are around 240 accounts representing through nominee accounts around 300 shareholders, a significant number of which are connected through family relationships and are private investors rather than funds or institutions. In the main, they are long-term investors with some holdings having passed from generation to generation since the Company was founded in 1886. These long-term investors provide stability and continuity within the shareholder base.

 

As a result of this relatively small shareholder base the volume and proportion of Wynnstay shares traded in the market is less than for many quoted companies with larger share registers and more dispersed holdings. Fewer Wynnstay shares tend to be available to trade and then only usually in modest quantities and with a sizeable "spread" between the bid and offer prices. Shares are typically traded at a significant discount to the net asset value per share. However, both these features are also seen in other, much larger, quoted property companies. As already noted above, Wynnstay's share price has continued substantially to outperform the comparative real estate sector.

 

At the Annual General Meeting in 2022, shareholders gave Wynnstay authority to purchase its own shares so that the Company can act as a purchaser in the market where it is appropriate, and in the interests of shareholders generally, to do so. Other quoted property and investment companies, as well as other quoted companies, use share buybacks on a routine basis to enhance earnings and net asset value per share. Where shares are bought back dividends cease to be payable, thus conserving cash in the business and benefitting continuing shareholders and with the present intention being to hold any shares bought back in treasury so that they are available for reissue where there is market demand for shares or to facilitate individual property acquisitions.

 

The volume of shares traded in the past three years has been relatively small and the market has generally been able to absorb most of the shares offered. The authority has so far been used once, to acquire 15,000 Ordinary Shares at 710p in September 2022. The Board keeps the position under review and, provided not in a closed period, may exercise the authority when shares are available in the market and it is in the interests of shareholders generally to do so.

 

We also consider that, as in many prior years, Wynnstay's future development would be assisted if authority continued to be granted by shareholders to issue a limited number of shares without first offering them to existing shareholders. This gives Wynnstay flexibility, for instance, to issue shares for small fundraisings which might support a larger acquisition and allow the issue of shares as part consideration on individual property acquisitions to vendors, where the vendors wish to retain an interest in a broader portfolio of assets in a quoted company. Bringing in new investors with an interest in commercial property and in Wynnstay's distinctive approach to the share register would broaden the shareholder base and support its future development.

 

Outlook

After several years of economic, political and wider market instability and uncertainty, the outlook for the UK remains mixed. Whilst inflation appears to be trending down towards the Bank of England's target rate of 2%, it is still susceptible to short-term volatility. Interest rates appear to be on a downward slope with further cuts anticipated although their timing is uncertain.  However, against these positive signs, the potential change in international trading relationships that may follow the tariffs proposed by the new US administration, ongoing geopolitical unrest in various parts of the world and the UK government's actions following the Autumn 2024 budget and the challenges it faces in promoting growth and jobs while balancing spending, taxation and public debt could undermine business and consumer confidence.

 

Against this background, our portfolio has continued to evolve and perform well and our results reflect this.  We remain confident that our focused, stable and well-let portfolio can continue to deliver growth of capital and income for shareholders in the medium and long-term.

 

Colleagues and Advisers

Our Managing Director, Chris Betts, and his team have continued to work effectively to deliver for shareholders. I would like to thank them, as well as my colleagues on the Board and our professional advisers, for their support over the year.

 

Annual General Meeting

The AGM provides an important and valued opportunity for the Board to engage with shareholders. Our AGM this year will be held at 2.00 pm on Wednesday 16 July 2025 at the Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS. The Notice of Meeting is to be found at the end of this Annual Report.

 

I urge all shareholders to complete and return their proxy forms so that their votes on the resolutions being put to the meeting can be counted.

 

S not already registered for Investor Centre online will need their investor code, which can be found on their share certificate or dividend tax voucher, in order to register.

 

To maximise shareholder engagement, shareholders who are unable to attend the AGM are encouraged to submit in

writing those questions that they might have wished to ask in person at the meeting. Questions should be emailed to company.secretary@wynnstayproperties.co.uk at least 48 hours in advance of the AGM. You will receive a written response and, if there are common themes raised by a number of shareholders, we aim to provide a summary for all shareholders, grouping themes and topics together where appropriate, on the Company's website following the AGM.

 

As explained above and in the letter accompanying or advising of the publication of this Annual Report, any shareholders who are unable to attend the AGM will also have the opportunity to attend an online presentation on the IMC platform following the AGM.

 

Finally, on behalf of the Board, I would like to thank shareholders who have held their shares over many years for their continued support for and interest in Wynnstay and for those who have recently acquired their shares to extend a warm welcome to the Company.

 

Philip Collins

Chairman

16 June 2025

 

 



 

MANAGING DIRECTOR'S REVIEW

 

I am delighted to report that my first full year as Managing Director has delivered continued positive results from our operations.

 

Property Disposals

As already reported in our Interim Results, two properties were sold during the year. The property at North Street, Midhurst was sold in June 2024 for £345,000 realising a gross profit of £15,000 before costs over the net book value of £330,000 as at 25 March 2024.  The Grade II Listed building is let as a café until September 2026 and was bought by a private investor.

In September 2024 we completed the sale of Wynnstay House, High Street, Cosham, Hampshire also to a private investor at a price of £1,470,000. Wynnstay developed this 13,600 sq ft office building in 1991 and it is let to the government for use as a Jobcentre Plus until April 2028.  The sale realised a gross profit of £70,000 before costs over the net book value of £1,400,000 as at 25 March 2024.

In both cases, we considered that the prospects for income and capital growth were limited, and that our capital would be better utilised in other assets with greater potential. Pending reinvestment, part of the proceeds was used to repay short-term borrowings.

 

Post Year-End Property Acquisition

We have sought to invest in new investment opportunities that meet our criteria. A suitable property in Waterbeach, Cambridge was identified in February and as previously announced, completion of the purchase took place at the end of May. The total cost of the acquisition, which included stamp duty land tax and due diligence fees, is anticipated to be approximately £2.95 million and was funded approximately 60% from our cash reserves with the balance being drawn from existing borrowing facilities.

 

The freehold property comprises a terrace of five light industrial warehouse units located in an industrial estate beside the A10 approximately 3 miles from its junction with the A14 and the Cambridge Science and Business Parks.  Three units are occupied as warehouse space for a specialist manufacturing business, one by a national motor parts trade counter and the remaining unit is let on a long-leasehold interest.  The total rental income of £183,100 per annum is secured on leases with a Weighted Average Unexpired Lease Term of 7 years and provides a net initial yield of 6.2%.  This is expected to rise to 6.45% following rent reviews in 2028 and a lease expiry in 2029.

 

Our investment seeks to benefit from rental growth spurred by the strong local economy of Cambridge and the A14 corridor.  The tenant base further diversifies portfolio income, and the location complements the geographic spread of the portfolio.

 

Following these transactions, the portfolio now comprises 93 units in 16 locations that are let on 86 separate leases.

 

Portfolio Activity

Following the letting of a vacant unit in Aylesford that took place in April 2024, the portfolio was fully let for the remainder of the year.  One break option was exercised by a tenant in Aylesford effective on 25 March 2025 such that at year-end technically we had one unit vacant representing 0.7% of floorspace. However, our marketing had been successful, and we completed a new letting two days later at a rent 33% ahead of the estimated rental value used by the valuers in the March 2024 valuation.

Our record of strong tenant retention within the portfolio is demonstrated by the nine other lease termination options that were not exercised by tenants over the year.

We reported on the successful lease renewal of a unit at Riverdale Industrial Estate in Tonbridge in our Interim Results. The passing rent has increased by 49% over the five years since the prior rent review, which is better than anticipated at the time of purchase. One further lease renewal due in the year has been completed in Liphook where the rent achieved is 12% higher than the estimated rental value used by the valuers in the March 2024 valuation.

Two other lease renewals that were due in the year remain subject to negotiations.

Network Rail approached us to extend the term of their two leases in Liphook that were due to expire in July 2025 because the rail upgrade work that the occupied space was supporting was taking longer than originally planned. The result is that we were able to complete lease extensions for eight months at significantly increased rents.

The tenant of the Aldershot property also sought an early renewal of the lease due to expire in September 2025.  We were able to complete a reversionary lease that provides a term certain to March 2031.  The initial rent payable will be nearly 40% higher than that currently payable and will increase annually over the first five years of the new lease.

In addition, six rent reviews of small units in Liphook have been completed, all at rental levels showing a minimum increase of 10% over a three-year period.  Rent reviews due in the year for two units in Aylesford are still in negotiation.

At year-end, 98% of rent due for the year had been collected with only two instances of rent remaining in arrears.  One case involves a tenant with a business that was struggling financially and where part of the last quarter's was outstanding at the year-end but was received in May. The lease has subsequently been surrendered and the unit re-let at a rent 17% higher than previously passing.

The second case involves a tenant that went into administration on 3 February 2025.  £17,000 of the last quarter's rent was outstanding as at 25 March 2025 of which £7,000 due from 25 December 2024 to 3 February 2025 will be irrecoverable save as an unsecured debt. However, the business is in the process of being acquired by a competitor from the administrators, which has allowed us to demand and receive all rents due from 3 February 2025.

 

Property Valuation

For much of the year the commercial property market reflected improved optimism regarding the prospect of interest rate cuts. However, with the money markets discounting the extent of this prospect from the end of 2024, market yields within capital pricing have not altered significantly over the 12 months to 25 March 2025. The valuation of many of the properties in the portfolio has, however, been affected by the increased proximity of lease break option or expiry dates either through an increase in the valuation yield or in an assumed void period following the relevant date.

Nonetheless the impact of this methodology on the valuation was more than offset by rental growth in our portfolio and our active asset management. Wynnstay's like-for-like rental income initially receivable for the valuation increased by 3.7% and the current estimated rental value used by our valuers increased by 5% over the year. This reflects the strength of the industrial sector as a whole and the benefit of Wynnstay's diverse and well-let portfolio in that sector. As a result, on a like-for-like basis after excluding the two properties sold in the year, the portfolio value rose by 1.72% to £42,910,000.

Future

My report last year outlined our increased focus on the need to maintain, refurbish and upgrade our buildings generally, especially where this will result in increased rental income and enhanced capital value. These considerations are given greater urgency by the impact of the Minimum Energy Efficiency Standards legislation and minimum EPC ratings for properties.  We are developing plans to implement improvements across various properties in the portfolio on a phased cost-effective basis where opportunities arise, such as where properties are being relet, and carrying out changes to heating and lighting equipment at modest cost to improve energy efficiency, often in conjunction with our existing tenants. 

 

Chris Betts

Managing Director

16 June 2025



 

WYNNSTAY PROPERTIES PLC

STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25 MARCH 2025

 

 




 

 


Notes

2025

2024



£'000

£'000

Property Income

2

2,693

2,599

Property Costs

3

(113)

(138)

Administrative Costs

4

(697)

(671)

Net Property Income


1,883

1,790

Movement in Fair Value of

Investment Properties

 

10

683

(3)

Profit on Sale of Investment Property


52

282

Operating Income


2,618

2,069

Investment Income

6

37

29

Finance Costs

6

(480)

(455)

Income before Taxation


2,175

1,643

Taxation

7

(608)

(287)

Profit after Taxation and Total Comprehensive Income


1,567

1,356





Basic and diluted earnings per share

9

 

58.1p

50.3p

 

    The Company has no items of other comprehensive income.


WYNNSTAY PROPERTIES PLC

 

STATEMENT OF FINANCIAL POSITION 25 MARCH 2025

 

 




 

 



2025

2024


Notes

£'000

£'000

Non-Current Assets




Investment Properties

10

42,910

43,915

Investments

12

3

3



42,913

43,918





Current Assets




Trade and other receivables

14

344

413

Cash and Cash Equivalents


1,732

397



2,076

810

Current Liabilities




Trade and other payables

15

(825)

(828)

Income Taxes Payable


(355)

(347)



(1,180)

(1,175)





Net Current Assets / (Liabilities)


896

(365)





Total Assets Less Current Liabilities


43,809

43,553





Non-Current Liabilities




Bank Loans Payable

16

(9,977)

(10,843)

Deferred Tax Payable

17

(2,339)

(2,083)



(12,316)

(12,926)





Net Assets


31,493

30,627

Capital and Reserves








Share Capital

18

789

789

Capital Redemption Reserve


205

205

Treasury Shares


(1,732)

(1,732)

Share Premium Account


1,135

1,135

Retained Earnings


31,096

30,230



31,493

30,627



 


Net Asset Value pence per share


1,168p

1,136p

 

Approved by the Board and authorised for issue on 16 June 2025

 

P.G.H. Collins                                                  C.G. Betts

Director                                                            Director

 

Registered number: 00022473


WYNNSTAY PROPERTIES PLC

 

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 25 MARCH 2025

 




 

 


2025

2024


£'000

£'000

Cash flows from operating activities



Income before taxation

2,175

1,643

Adjusted for:



(Increase)/decrease in fair value of investment properties

(683)

3

Interest receivable

(37)

(29)

Interest and finance costs payable

480

455

Profit on sale of investment property

(52)

(282)

Amortised loan fees

34

15




Changes in:






Decrease in trade and other receivables

69

69

(Decrease) in trade and other payables

(3)

(15)

Increase in income taxes payable

8

40

Cash generated from operations

1,991

1,899




Income taxes charged

(352)

(238)

Net cash generated from operating activities

1,639

1,661




Cash flows from investing activities



Interest and other income received

37

29

Purchase of investment properties

(42)

(5,213)

Sale of investment properties

1,782

891

Net cash generated from / (used in) investing activities

1,777

(4,293)




Cash flows from financing activities



Interest paid

(480)

 (457)

Dividends paid

(701)

(661)

(Repayment)/drawdown of bank loans net of fees
- Note 1 below

(900)

879

Net cash used in financing activities

(2,081)

(239)

 




Increase / (decrease) in cash and cash equivalents

1,335

(2,871)




Cash and cash equivalents at beginning of period

397

3,268




Cash and cash equivalents at end of period

1,732

 

397

 

 


 



 

 

       Note 1: RECONCILIATION OF LIABILITIES ARISING FROM FINANCE ACTIVITIES


£'000



Balance at 26 March 2023

9,951

Cash flows

879

Other non-cash items

13

Balance at 25 March 2024 and 26 March 2024

10,843


 

Cash flows

(900)

Other non-cash items

34

Balance at 25 March 2025

9,977



 

WYNNSTAY PROPERTIES PLC

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25 MARCH 2025

 

 




 

YEAR ENDED 25 MARCH 2025


 

Share

Capital

Capital

Redemption Reserve

Share

Premium

Account

 

Treasury

Shares

 

Retained

Earnings

 

 

Total


£'000

£'000

£'000

£'000

£'000

£'000








Balance at 26 March 2024

789

205

1,135

(1,732)

 30,230

30,627

Total comprehensive
income for the year

-

-

-

-

1, 567

1,567

Dividends - note 8

-

-

-

-

(701)

(701)

Balance at 25 March 2025

789

205

1,135

(1,732)

31,096

31,493


 

 

 

 

 

 








YEAR ENDED 25 MARCH 2024


 

Share

Capital

Capital

Redemption Reserve

Share

Premium

Account

 

Treasury

Shares

 

Retained

Earnings

 

 

Total


£'000

£'000

£'000

£'000

£'000

£'000


 

 

 

 

 

 

Balance at 26 March 2023

789

205

1,135

(1,732)

29,541

29,938

Total comprehensive
income for the year

-

-

-

-

1,356

1,356

Revaluation movement

-

-

-

-

(6)

(6)

Dividends - note 8

-

-

-

-

(661)

(661)

Balance at 25 March 2024

789

205

1,135

(1,732)

30,230

30,627








 

FUNDS AVAILABLE FOR DISTRIBUTION

 

 

 

2025

2024

 

£'000

£'000

Retained Earnings

31,096

30,230

 

 


Less: Cumulative Unrealised Fair Value

         Adjustment of Property Investments net of tax

(13,583)

(12,917)

 

 


Treasury Shares

(1,732)

(1,732)

 

Distributable Reserves

 

15,781

 

15,581

 

The Cumulative Unrealised Fair Value Adjustment of Property Investments arises from the net accumulation of historic fair value adjustments of the property portfolio.

 

 

 

WYNNSTAY PROPERTIES PLC

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25 MARCH 2025

 




 

 

Explanation of Capital and Reserves:

·    Share Capital: This represents the subscription, at par value, of the Ordinary Shares of the Company.

·    Capital Redemption Reserve: This represents money that the Company must retain when it has bought back shares, and which it cannot pay to shareholders as dividends: It is a non-distributable reserve and represents paid up share capital.

·    Share Premium Account: This represents the subscription monies paid for Ordinary Shares of the Company in excess of their par value.

·    Treasury Shares: This represents the total consideration and costs paid by the Company when purchasing the 458,650 shares as referred to in Note 18.

·    Retained Earnings: This represents the profits after tax that can be used to pay dividends. However, dividends can only be paid from distributable deserves as detailed in the preceding table.

 



WYNNSTAY PROPERTIES PLC

NOTES TO THE FINANCIAL STATEMENTS FOR THE
YEAR ENDED 25 MARCH 2025

 

1.        BASIS OF PREPARATION, MATERIAL ACCOUNTING POLICIES AND ESTIMATES

 

Wynnstay Properties PLC is a public limited company incorporated and domiciled in England and Wales. The principal activity of the Company is property investment, development and management. The Company's ordinary shares are traded on the AIM, part of The London Stock Exchange.  The Company's registered number is 00022473 and registered address is Riverbank House, 2 Swan Lane, London EC4R 3TT. The material accounting policies are summarised below.

 

1.1      Basis of Preparation

The financial statements have been prepared in accordance with UK adopted International Accounting Standards ("IAS"). The financial statements have been presented in Pounds Sterling being the functional currency of the Company and rounded to the nearest thousand. The financial statements have been prepared under the historical cost basis modified for the revaluation of investment properties and financial assets measured at fair value through Operating Income.

 

(a) New Interpretations and Revised Standards Effective for the year ended 25 March 2025

The Directors have adopted all new and revised standards and interpretations issued by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") of the IASB and adopted by applicable law that are relevant to the operations and effective for accounting periods beginning on or after 26 March 2024:

 

·    IAS 1 Presentation of Financial Statements: Classification of Liabilities

·    IAS 1 Presentation of Financial Statements: Non-current liabilities with Covenants

 

The adoption of these interpretations and revised standards had no material impact on the disclosures and presentation of the financial statements.

 

(b) Standards and Interpretations in Issue but not yet Effective

There are no new standards or interpretations not yet endorsed that are expected to have a significant impact on the Company for the financial year ending 26 March 2025.

 

(c) Going concern

The financial statements have been prepared on a going concern basis. This requires the Directors to consider, as at the date of approving the financial statements, that there is reasonable expectation that the Company has adequate financial resources to continue to operate, and to meet its liabilities as they fall due for payment, for at least twelve months following the approval of the financial statements.

 

The Directors have reviewed cash balances and borrowing facilities to cover at least twelve months of operations, including financing costs and continuation of employment and advisory costs as currently contracted without any reduction for cost saving initiatives. The results of the review show that the Company has cash and borrowing facilities to cover at least twelve months of operations, and that the Company will satisfy the financial covenant ratios in the borrowing facilities as described in Note 16. In addition, the Statement of Financial Position as at 25 March 2025 shows that the Company had a cash balance of £1.7m (2024: £0.4m), an undrawn Revolving Credit Facility of £5.0m (2024: £4.1m), net assets of £31.5m (2024: £30.6m), and a gearing ratio of 26% (2024: 34%). The Revolving Credit Facility expires on 16 December 2026. In the light of the foregoing considerations, the Directors consider that the adoption of the going concern basis is reasonable and appropriate.

 

1.2       Accounting Policies

 

Investment Properties

All the Company's investment properties are independently revalued annually and stated at fair value as at 25 March. The aggregate of any resulting increases or decreases are taken to operating income within the Statement of Comprehensive Income. The basis of independent valuation is described in Note 10.

 

Investment properties are recognised as acquisitions or disposals based on the date of contract completion.

 

 

Depreciation

In accordance with IAS 40 investment properties are included in the Statement of Financial Position at fair value and are not depreciated.

 

Disposal of Investments

The gains and losses on the disposal of investment properties and other investments are included in Operating Income in the year of disposal. Gains and losses are calculated on the net difference between the carrying value of the properties and the net proceeds from their disposal.

 

Rental Income

Rental income is recognised on a straight-line basis over the period of the lease and is measured at the fair value of the consideration receivable. Lease deposits are held in separate designated deposit accounts and are thus not treated as assets of the Company in the financial statements. All income is derived in the United Kingdom. When there are changes to a tenancy agreement it is considered whether any lease incentives were given. Lease incentives are amortised over the lease term.

 

Deferred Income

Deferred Income arises from rents received in advance of the period. See note 15.

 

Taxation

Current and deferred tax are recognised and measured in accordance with IAS 12. The Company provides for deferred tax on investment properties by reference to the tax that would be due on the sale of the investment properties.

 

Trade and Other Accounts Receivable

All receivables do not carry any interest and are short term in nature.

 

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on demand deposits.

 

Trade and Other Accounts Payable

All trade and other accounts payable are non-interest bearing.

 

Pensions

Defined pension scheme contributions are charged to the Statement of Comprehensive Income as incurred.

 

Borrowings

Borrowings are classified as current liabilities unless the Company has a right to defer settlement of the liability at the end of the reporting period for at least 12 months and are measured at amortised cost.

 

Dilapidations

Dilapidations receipts are recognised in the Statement of Comprehensive Income when the right to receive them arises. They are recorded in revenue as other property income unless a property has been agreed to be sold whereby the receipt is treated as part of the proceeds of sale of the property. See Note 2.

 

1.3       Key Sources of Estimation Uncertainty and Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that may affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses.

  

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are those relating to the fair value of investment properties which are revalued annually by the Directors having taken advice from the Company's independent external valuers, on the basis described in Note 10. A key judgement taken by the Directors is as to whether a property is being held for sale.

 

There are no other judgemental areas identified by management that could have a material effect on the financial statements at the reporting date.

 

 

 

 

2.         PROPERTY INCOME

2025

2024

 

£'000

£'000

Rental income

2,679

2,541

Other property income

14

58

 

2,693

2,599

 

Rental income comprises rents earned and apportioned over the lease period taking into account rent free periods and rents received during the period. Other property income comprises dilapidations payments received and miscellaneous income arising from the letting of properties.

3.        PROPERTY COSTS

2025

2024


£'000

£'000

Empty rates

-

2

Property management

27

48


27

50


 


Legal fees

66

50

Agent fees

20

38


113

138


 


4.        ADMINISTRATIVE COSTS

2025

2024


£'000

£'000

Rents payable - short term lease

1

2

General administration, including staff costs

651

584

Auditors' remuneration - audit fees 

44

45

Tax services

Gleeds Advisory Limited

1

13

Non-Recurring costs - costs relating to new Board appointments

-

27

 

 

697

671


 


5.         STAFF COSTS

2025

2024


£'000

£'000

Staff costs, including Directors' fees, during the year were as follows:



Wages and salaries

303

297

Social security costs

34

28

Other pension costs

35

51


372

376


 


Further details of Directors' emoluments, totalling £305,000 (2024: £341,000), are shown under Directors' Emoluments in the Directors' Report and form part of the Financial Statements. There are no other key management personnel.

 


2025

2024


No.

No.

The average number of employees, including Non-Executive Directors, engaged wholly in management and administration was:

 

6

 

6

The number of Directors for whom the Company paid pension benefits

during the year was:

 

 

1

 

2

 

 


 



 


6.         FINANCE COSTS (NET)

2025

2024


£'000

£'000

Interest payable and finance costs on bank loans

480

455

Less: Bank interest receivable

37

29


443

426

 

 

 






 

7.        TAXATION

2025

2024


£'000

£'000

(a) Analysis of the tax charge for the year:

 

 

UK Corporation tax at 25% (2024: 25%)

 


Total current tax charge

352

238

Deferred tax - temporary differences

256

49

Tax charge for the year

608

287

 

(b) Factors affecting the tax charge for the year:



Net Income before taxation

2,175

1,643

Current Year:



Corporation tax thereon at 25% (2024: 25%)

544

411

Corporation tax adjustment for unrealised property value (gains)/losses

(171)

1

Capital gains net tax movement on disposals

-

52

Corporation tax adjustment for profit on disposals

(13)

52

Capital allowances net tax movement on acquisitions

(5)

(226)

Deferred tax net adjustments arising from movement in property values

253

49




Total tax charge for the year

 

608

287




8.         DIVIDENDS

2025

2024


£'000

£'000

Final dividend paid in year of 17.0p per share



(2024: Final dividend 16.0p per share)

431

405

Interim dividend paid in year of 10.0p per share



(2024: Interim dividend 9.5p per share)

270

256

 


701

661

On 16 June 2025 the Board resolved to pay a final dividend of 17.0p per share which will be recorded in the Financial Statements for the year ending 25 March 2026.

 

 

9.         EARNINGS PER SHARE

 

Basic earnings per share are calculated by dividing Income after Taxation and Total Comprehensive Income attributable to Ordinary Shareholders of £1,567,000 (2024: £1,356,000) by 2,696,617 shares which is the weighted average number of 2,696,617 (2024: 2,696,617) ordinary shares in issue during the period excluding shares held as treasury. There are no instruments in issue that would have the effect of diluting earnings per share.

 

10.     INVESTMENT PROPERTIES

2025

2024


£'000

£'000

Properties



Balance at beginning of financial year

43,915

39,320

Additions

42

5,213

Disposals

(1,712)

(615)

Revaluation surplus / (shortfall)

665

(3)

Balance at end of financial year

42,910

43,915

 

The Company's freehold and one long-leasehold properties were valued as at 25 March 2025 by BNP Paribas Real Estate Advisory & Property Management UK Limited, RICS Registered Valuers, acting in the capacity of external valuers, and adopted by the Directors. The valuations were undertaken in accordance with the requirements of the RICS Valuation - Global Standards 2024, effective 31 January 2025, the International Valuation Standards and the UK National Supplement 2023, effective 1 May 2024 reissued January 2025.

 

The valuation of each property was on the basis of Fair Value. The valuers reported that the total aggregate Fair Value of the properties held by the Company was £42,910,000.

 

The valuer's opinions were primarily derived from comparable recent market transactions on arms-length terms.

 

In the financial year ending 25 March 2025, the total fees earned by the valuer from Wynnstay Properties PLC and connected parties were less than 5% of the valuer's company turnover.

 

The valuation complies with International Financial Reporting Standards. The definition adopted by the International Accounting Standards Board (IASB) in IFRS 13 is Fair Value, defined as: 'The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.'

 

These recurring fair value measurements for non-financial assets use inputs that are not based on observable market data, and therefore, fall within level 3 of the fair value hierarchy.

 

The most pertinent market data observed reflected net initial yields which ranged from broadly 5.1% to 6.7% with equivalent yields estimated to range between broadly 5.3% and 7.3% for the core industrial properties. The portfolio as a whole, exhibits a net initial yield of 5.86% (2024: 5.89%) and a nominal equivalent yield of 6.40% (2024: 6.31%).

 

There have been no transfers between levels of the fair value hierarchy. Movements in the fair value are recognised in profit or loss.

 

A 0.5% decrease in the weighted equivalent yield would result in a corresponding increase of £3.93 million in the fair value movement through profit or loss. A 0.5% increase in the same yield would result in a corresponding decrease of £3.35 million in the fair value movement through profit or loss.

 

11.      OPERATING LEASES RECEIVABLE

2025

2024 restated  

The following are the future minimum lease payments receivable under non-cancellable operating leases which expire:

£'000

£'000

Not later than one year


440

271

Between 1 and 5 years


3,891

5,730

Over 5 years


2,507

2,211



6,838

8,212





12.    INVESTMENTS

2025

2024


£'000

 £'000

 Quoted investments

3

3


  

 

 

 

 


13.     SUBSIDIARY COMPANY

The Company has the following dormant subsidiary which the Directors consider immaterial to, and thus has not been consolidated into, the financial statements. The subsidiary holds the legal title to an access road to an investment property, the use of which is shared between the Company, its tenants at the property and neighbouring premises.

 

Scanreach Limited                  80% owned            Dormant                    Net Assets: £4,447 (2024: £4,447)







 

14.    ACCOUNTS RECEIVABLE

2025

2024

 

 

£'000

 £'000

 

Trade receivables

266

285 

 

Other receivables

78

128

 


344

413

 


 


 

Trade receivables include an adjustment for credit losses of £17,000 (2024: £nil). Any provision for impairment of trade receivables has been set against a specific tenant.

 

Trade receivables, which are the only financial assets at amortised cost, are non-interest bearing and generally have a 15-day term. Due to their short maturities, the carrying amount of trade and other receivables is a reasonable approximation of their fair value.

 

Of the trade receivables balance at the end of the year £32,468 (2024: £39,388) is due from the Company's largest customer. There are six other customers who represent more than 5% of the total balance of trade receivables.

 


 

 

15.     ACCOUNTS PAYABLE

2025

2024

 

 

£'000

£'000

 

Trade payables

120

33

 

Other creditors

4

2

 

Deferred income

590

628

 

Amount due to subsidiary

4

4   

Accruals

107

161

 

 

                                                                                                  

 

825

828

 

The average credit period taken for trade purchases is 14 days (2024: 18 days). No interest is charged on the outstanding balances. The Directors consider that the carrying amounts of trade and other payables is a reasonable approximation of their fair value.

 

16.    BANK LOANS PAYABLE

2025

2024


£'000

 £'000

Non-current loans

9,977

10,843



 

 

In December 2021, a five-year Fixed Rate Facility of £10 million and a Revolving Credit Facility of £5.0 million were entered into providing a total committed credit facility of £15.0 million. Interest on loan amounts drawn down under the Fixed Rate Facility of £10 million (2024: £10 million) is charged at 3.61% per annum (2024: 3.61%) for the year ended 25 March 2025. Loan arrangement fees amortised over the loan period amounted to £34,000 (2024; £15,000). Loan amounts drawn down under the Revolving Credit Facility during the year amounted to £nil (2024: £950,000). Prior period net drawdowns of £900,000 were repaid in the current period (2024: £nil) and the amortised balance drawn as at 25 March 2025 is £nil (2024: £879,000). The Company has the right to defer settlement of the liability under the Revolving Credit Facility for at least twelve months after the reporting period.

Both facilities are repayable in one instalment on 17 December 2026. The facilities include the following financial covenants which were complied with during the year:

   •  Rental income shall not be less than 2.25 times the interest costs.

   •  The drawn balance shall at no time exceed 50% of the market value of the properties secured.

The facilities are secured by fixed charges over freehold land and buildings owned by the Company, which at the year-end had a combined value of £34,405,000 (2024: £35,790,000). The undrawn element of the facilities available at 25 March 2025 was £5,000,000 (2024: £4,100,000).

Interest charged under the Revolving Credit Facility is linked to Bank of England Base Rate as the reference rate.

 

17.     DEFERRED TAX

2025

2024


£'000

 £'000

Deferred Tax brought forward

2,083

2,034

Charged for the year

255

49

Deferred Tax carried forward

 

2,338

2,083

 

 

 

 

 

A deferred tax liability of £2,338,000 (2024: £2,083,000) is recognised in respect of the investment properties and has been calculated at a tax rate of 25% (2024: 25%).

 

 

18.    SHARE CAPITAL

2025

2024


£'000

 £'000

Authorised

 


8,000,000 Ordinary Shares of 25p each:

2,000

2,000

Allotted, Called Up and Fully Paid

 


3,155,267 Ordinary shares of 25p each:

789

789


 

 

All shares rank equally in respect of shareholder rights.



 

In March 2010, the Company acquired 443,650 Ordinary Shares of Wynnstay Properties PLC from Channel Hotels and Properties Ltd at a price of £3.50 per share. On 19 July 2022, shareholders granted authority to make market purchases of its shares for a period of five years from that date. Pursuant to this share buyback authority, in September 2022, the Company acquired 15,000 Ordinary Shares of Wynnstay Properties PLC at a price of £7.10 per share, representing less than 0.005 % of the issued share capital, with the aggregate consideration paid for the shares being £106,500. The total cost of establishing the share buyback authority, together with this acquisition, was £164,000. The total of 458,650 shares acquired, representing 14.5% of the total shares in issue, are held in treasury. As a result, the total number of shares with voting rights is 2,696,617.

19.     FINANCIAL INSTRUMENTS

The objective of the Company's policies is to manage the Company's financial risk, secure cost-effective funding for the Company's operations and minimise the adverse effects of fluctuations in the financial markets on the value of the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.

 

As at 25 March 2025 the Company's financial instruments comprised borrowings, cash and cash equivalents, quoted investments, short term receivables and short-term payables. The main purpose of these financial instruments was to raise finance for the Company's operations. Throughout the period under review, the Company has not traded in any other financial instruments. The Board reviews and agrees policies for managing each of the associated risks and they are summarised below:

 

Credit Risk

The risk of financial loss due to a counterparty's failure to honour its obligations arises principally in connection with property leases and the investment of surplus cash.

 

Tenant rent payments are monitored regularly, and appropriate action is taken to recover monies owed or, if necessary, to terminate the lease. The Company carefully vets prospective new tenants from a credit risk perspective. Bad debts are mitigated by close engagement with tenant businesses within a well-diversified mix of some 93 units across the portfolio and close monitoring of rental income receipts. The Company regularly reviews the portfolio, including feedback from engagement with tenants, in order to assess the risk of tenant failures. In addition, the Company obtains credit reports on significant tenants on a regular basis. Credit reports can be seen on all tenants upon request, but the focus of the Board is on the top 10 tenants by amount and any tenants showing delayed rent payments.

 

The Company has no significant concentration of credit risk associated with trading counterparties (considered to be over 5% of net assets) with exposure spread over a large number of tenancies. In terms of concentration of individual tenant's rents versus total gross annual passing rents the Company has 3 tenants whose rent, on an individual basis, is between 5.0% and 7.8% of total gross annual passing rents.

 

Funds are invested and loan transactions contracted only with banks and financial institutions with a high credit rating. Concentration of credit risk exists to the extent that as at 25 March 2025 and 2024 current account and short-term deposits were held with two financial institutions, Handelsbanken PLC and C Hoare & Co. The combined exposure to credit risk on cash and cash equivalents at 25 March 2025 was £1,732,000 (2024: £397,000).

 

Currency Risk

As all of the Company's assets and liabilities are denominated in Pounds Sterling, there is no exposure to currency risk.

 

Interest Rate Risk

The Company is exposed to interest rate risk that could affect cash flow as it currently borrows at both floating and fixed interest rates. The Company monitors and manages its interest rate exposure on a periodic basis but does not take out financial instruments to mitigate the risk. The Company finances its operations through a combination of retained profits and bank borrowings.

 

Liquidity Risk

The Company seeks to manage liquidity risk to ensure sufficient funds are available to meet the requirements of the business and to invest cash assets safely and profitably. The Board regularly reviews available cash balances and cash forecasts to ensure there are sufficient resources for working capital requirements and to maintain an adequate cash margin.


Interest Rate Sensitivity

Financial instruments affected by interest rate risk include loan borrowings and cash deposits. The analysis below shows the sensitivity of the statement of comprehensive income and equity to a 0.5% change in interest rates:

 

 


0.5% decrease

in interest rates

0.5% increase

in interest rates


2025

2024

2025

2024


£'000

£'000

£'000

£'000

Impact on interest payable - gain/(loss)

-

5

-

(5)

Impact on interest receivable - (loss)/gain

(9)

(2)

9

2

Total impact on pre-tax profit and equity

(9)

3

9

(3)









 

The calculation of the net exposure to interest rate fluctuations was based on the following as at 25 March:


2025

2024


£'000

£'000

Floating rate borrowings (bank loans)

-

879

Less: cash and cash equivalents

(1,732)

(397)


(1,732)

482


 


Carrying Amounts of Financial Instruments

Management believes the carrying amounts of most financial assets and financial liabilities on the balance sheet represent a reasonable approximation of their value. The classification and measurement of financial instruments are performed in accordance with IFRS 9 'Financial Instruments'. Exceptions to this approach, if any, are detailed below.

 

Fixed-Rate Borrowings

It is important to note that the carrying amounts of fixed-rate borrowings might not always reflect their fair value due to changes in market interest rates.

Financial assets

2025

2024


£'000

£'000

Quoted investments measured at fair value

3

3

Loans and receivables measured at amortised cost

264

285

Cash and cash equivalents measured at amortised cost

1,732

397

Total financial assets

1,999

685

 



Financial liabilities at amortised cost

9,977

10,843

 



Total liabilities

10,697

11,671

 

The only financial instruments measured subsequent to initial recognition at fair value as at 25 March are quoted investments. These are included in level 1 in the IFRS 13 fair value hierarchy as they are based on quoted prices in active markets.

 

Capital Management

The primary objectives of the Company's capital management are:

 

•  to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for
    shareholders; and

•  to enable the Company to respond quickly to changes in market conditions and to take advantage of opportunities.

 

Capital comprises shareholders' equity plus net borrowings. The Company monitors capital using loan to value and gearing ratios. The former is calculated by reference to total debt as a percentage of the year end valuation of the investment property portfolio. Gearing ratio is the percentage of net borrowings divided by shareholders' equity. Net borrowings comprise total borrowings less cash and cash equivalents. The Company's policy is that the net loan to value ratio should not exceed 50% and the gearing ratio should not exceed 100%.

 

 

 


2025

2024


£'000

£'000

Loans and overdraft

9,977

10,843

Cash and cash equivalents

(1,732)

(397)

Net borrowings

8,245

10,446

Shareholders' equity

31,493

30,627

Investment properties

42,910

43,915




Loan to value ratio

23.3%

24.7%

Net borrowings to value ratio

19.2%

23.8%

Gearing ratio

26.2%

34.1%


20.  RELATED PARTY TRANSACTIONS  

Related Party Transactions with the Directors have been disclosed under Directors' Emoluments in the Directors' Report on page 28 of the Annual Report. There were no other Related Party Transactions during the year (2024: £1,600).

 

21.  SEGMENTAL REPORTING

The Chief Operating Decision Maker ('CODM'), who is responsible for the allocation of resources and assessing performance of the operating segments, has been identified as the Board. IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Board. The Board have reviewed the segmental information and concluded that there are three operating segments.

 





 

 


Industrial

Retail

Office

Total


2025

2024

2025

2024

2025

2024

2025

2024


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Rental Income

2,569

2,332

47

73

63

136

2,679

2,541

Other Property Income

14

58

-

-

-

-

14

58

Profit /(Loss) on investment property at fair value

693

232

(10)

(75)

-

(160)

683

 

(3)

 










Total income and gain

3,276

2,622

37

  (2)

63

  (24)

3,376

2,596










Property expenses

(92)

(138)

-

-

(21)

    -

 (113)

 (138)










Segment profit/(loss)

3,184

2,484

37

(2)

42

 (24)

  3,263

  2,458










Unallocated corporate expenses







 (697)

 (671)

Profit on sale of

investment property



                 




 52

 282

Operating income







2,618

2,069

Interest expense (all relating to property loans)







 (480)

 (455)

Interest income and
other income







37

29

Income before taxation







2,175

1,643

 

 

Other information

Industrial

Retail

Office

Total

 

2025

2024

2025

2024

2025

2024

2025

2024

 

£'000

£'000

 £'000

£'000

 £'000

£'000

 £'000

£'000

Segment assets

42,420

41,685

490

830

-

1,400

42,910

43,915










Segment assets held
as security

 

34,155

33,560

490

830

-

      1,400

34,645

    35,790

Office property held at the end of the period was £nil (2024: £1,400,000) following the sale of the office building at Cosham.

 

22.  CAPITAL COMMITMENTS

Significant capital expenditure contracted for at the end of the financial year, but not recognised as liabilities in the financial statements is: £nil (2024: £nil).


23.  SUBSEQUENT EVENTS

On 16 May 2025 the Company exchanged contracts for the acquisition of the freehold property comprising a terrace of five units at Units 3-7, Pembroke Avenue, Denny End Industrial Estate, Waterbeach, Cambridge, CB25 9QP for an aggregate cash consideration of £2,770,880. The total cost of the acquisition, which includes stamp duty land tax and due diligence fees, is anticipated to be approximately £2.95 million.  The acquisition was completed on 30 May 2025.

 

 

 

 

 

NOTE

 

The financial information set out in this announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006.  Accordingly pursuant to section 435(2), this announcement does not include the auditor's report on the statutory accounts.

 

However, the financial information for the year ended 25 March 2025 contained in the announcement is taken directly from the statutory accounts for that year.  The auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 and did not include references to any matters to which the auditor drew attention by way of emphasis.

 

The statutory accounts for the year ended 25 March 2025 have not yet been delivered to the Registrar of Companies. The 2025 accounts will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

 

The statutory accounts for the year ended 25 March 2024 and for the prior years referred to in this announcement have been delivered to the Registrar of Companies. The auditors reported on those accounts; their reports were unqualified and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 and did not include references to any matters to which the auditor drew attention by way of emphasis.

 

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