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Registered number: 11424796
















WOODSTOWN HEALTHCARE LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2023


































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WOODSTOWN HEALTHCARE LIMITED
REGISTERED NUMBER:11424796

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

2023
2022
Note
£
£

FIXED ASSETS
  

Tangible assets
 4 
73,141
86,464

  
73,141
86,464

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 5 
460,161
130,889

Cash at bank and in hand
  
20,769
120,927

  
480,930
251,816

Creditors: amounts falling due within one year
 6 
(2,947,610)
(2,192,706)

NET CURRENT LIABILITIES
  
 
 
(2,466,680)
 
 
(1,940,890)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
(2,393,539)
(1,854,426)

  

NET LIABILITIES
  
(2,393,539)
(1,854,426)


CAPITAL AND RESERVES
  

Called up share capital 
  
1
1

Profit and loss account
  
(2,393,540)
(1,854,427)

  
(2,393,539)
(1,854,426)


The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





J Clarke
Director

Date: 30 October 2024

The notes on  form part of these financial statements.



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

1.


GENERAL INFORMATION

Woodstown Healthcare Limited is a limited company incorporated in England. The registered office is 10 Temple Back, Bristol, BS1 6FL

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Fairlie Holdings Limited as at 30 June 2023 and these financial statements may be obtained from Companies House.



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The company has made a loss of £539,113 (2022: £962,080) and has a deficit in shareholder's funds of £2,393,539 (2022: £1,854,426). The revenue streams for the company are provided by Integrated Care Boards (ICBs) and Social Services and have remained strong and are forecast to continue to do so for the foreseeable future. The company continues to provide a high-quality provision for its patients to secure its revenue streams. 
During the year Woodstown Healthcare Ltd continued to increase its operating capacity commensurate with its planned growth after opening. A care home must be appropriately resourced to accept residents, but residents move in on an incremental basis creating a lag in income relative to costs in the early periods of operation.
This revenue has continued to grow after the balance sheet date and the directors expect these streams to increase steadily as more patient capacity it brought into use but is not forecast to be profitable until the second half of 2023-24. 
The company therefore ultimately continues to rely on funding provided by its parent, Fairlie Holdings Limited and fellow subsidiaries.
The Company is a part of the Fairlie Holdings Limited group (“the Group”) and the Group has two distinct and separate funding groups, one of which has borrowings from Barclays (“the Barclays borrowing group”) and the other of which has borrowings from Triodos (“the Triodos borrowing group”).  As disclosed in Note 10 the company is part of the Triodos borrowing group and cross guarantees exist amongst the members of the Triodos borrowing group on facilities totalling £17,841,546.  
At the balance sheet date the Triodos borrowing group funding facilities’ financial covenants were not being met. No formal waiver of enforcement action as a result of this breach has been obtained by the directors, and the facilities are therefore in default and treated as repayable on demand at the Balance Sheet date. Triodos has also instructed an independent review of likely future trading performance of companies in the Triodos borrowing group.  This review has not yet been concluded. 
The directors are in discussions with Triodos regarding this breach and the ongoing review, and are seeking confirmation that existing facilities will continue to be made available. Whilst continuing in a positive way, and the outcome of ongoing discussions is expected to be positive the conclusion remains uncertain.
Notwithstanding the above breach, based on financial performance to date and forecasts, the directors are satisfied that the Company and other companies in the Triodos borrowing group have sufficient resources to meet the covenant, debt finance service and working capital requirements of these debt facilities going forward.
At the balance sheet date, the Company has balances totalling £1,069,779 due to fellow subsidiaries which are members of the Barclays borrowing group. 
The Company, its subsidiary and the wider Group are dependant upon the continued availability of these balances, and intercompany balances with the wider group, which the directors expect to be the case.  This is predicated on those companies continuing to trade.  Should that not be the case, the recoverability of balances receivable would become uncertain.  If repayment of the balances payable was sought the company would need to seek alternative sources of funding.  The availability of such funding would be uncertain.
Since the Balance Sheet date, the Barclays facility has expired and been replaced by a facility with Cynergy Bank.  Based on financial performance to date and forecasts, the directors are satisfied that the Company and other companies in the Barclays borrowing group have sufficient resources to meet the covenant, debt finance service and working capital requirements of those debt facilities.
 


WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.ACCOUNTING POLICIES (continued)


2.3
GOING CONCERN (CONTINUED)

Certain companies within the Triodos borrowing group have also received intercompany funding from companies within the Barclays borrowing group.  Companies within the Triodos borrowing group are dependent upon the continued availability of these advances, which is in turn dependent upon the companies within the Barclays borrowing group continuing as going concerns.  The directors expect this to be the case.
The directors confirm that the amounts owed to group undertakings of £2,395,093 (2022: £1,765,414) will not be sought for repayment for at least 12 months from the approval of the financial statements. 
The directors therefore consider that the group is able to provide the support required for the company to continue to operate for a period of at least 12 months from the approval of the accounts and therefore it is appropriate to prepare the accounts on a going concern basis.
If the group were unable to obtain adequate funding, it would not be able to continue trading and adjustments would have to be made to reduce the assets to their realisable amount and to provide for any further liabilities

 
2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.ACCOUNTING POLICIES (continued)

 
2.6

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

 
2.7

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

No consideration has been paid in respect of group relief utilised throughout the group in the current or prior year.

 
2.8

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.ACCOUNTING POLICIES (continued)


2.8
TANGIBLE FIXED ASSETS (CONTINUED)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25% straight line
Office equipment
-
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.11

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.13

FINANCIAL INSTRUMENTS

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.


WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.ACCOUNTING POLICIES (continued)


2.13
FINANCIAL INSTRUMENTS (CONTINUED)


Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.


3.


EMPLOYEES

The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management
2
2



Nursing and care Staff
59
34

61
36



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

4.


TANGIBLE FIXED ASSETS





Fixtures and fittings
Office equipment
Total

£
£
£



COST OR VALUATION


At 1 July 2022
103,652
18,669
122,321


Additions
18,041
1,381
19,422



At 30 June 2023

121,693
20,050
141,743



DEPRECIATION


At 1 July 2022
30,266
5,591
35,857


Charge for the year on owned assets
27,938
4,807
32,745



At 30 June 2023

58,204
10,398
68,602



NET BOOK VALUE



At 30 June 2023
63,489
9,652
73,141



At 30 June 2022
73,386
13,078
86,464



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

5.


DEBTORS

2023
2022
£
£


Trade debtors
107,898
12,383

Amounts owed by group undertakings
48,000
1,581

Other debtors
7,104
4,979

Prepayments and accrued income
233,903
73,768

Deferred taxation
63,256
38,178

460,161
130,889


Amounts owed by group undertakings are unsecured, repayable on demand and bear no interest.


6.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
2022
£
£

Trade creditors
83,040
110,326

Amounts owed to group undertakings
2,443,093
1,765,414

Other taxation and social security
178,793
22,290

Other creditors
13,556
81,909

Accruals and deferred income
229,128
212,767

2,947,610
2,192,706


Amounts owed to group undertakings are unsecured, repayable on demand and bear no interest. 



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

7.


DEFERRED TAXATION




2023
2022


£

£






At beginning of year
38,178
(22,151)


Charged to profit or loss
25,078
60,329



AT END OF YEAR
63,256
38,178

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(14,091)
(16,916)

Tax losses carried forward
74,725
53,310

Short term timing differences
2,622
1,784

63,256
38,178


8.


CONTINGENT LIABILITIES

The company is subject to a fixed charge over its assets in favour of Triodos Bank plc with Higher Drive Nursing Home (Holdings) Limited, Abercorn Property Limited, Woodstown House Property Limited and by a cross guarantee with 92 Higher Drive Limited, and Abercorn House Healthcare Limited fellow group companies, on loans totalling £17,841,546 (2022: £17,072,876).


9.


PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £60,379 (2022: £37,984). Contributions totalling £10,659 (2022: £7,136) were payable to the fund at the reporting date.


10.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 from the requirement to disclose transactions with group companies.


11.


CONTROLLING PARTY

The immediate parent undertaking of the company is Woodstown House Property Limited, a company incorporated in the UK. The ultimate parent undertaking is Fairlie Holdings Limited, a company incorporated in the UK. The consolidated accounts are available from Companies House and the registered office of Fairlie Holdings Limited is 10 Temple Back, Bristol, BS1 6FL.
The ultimate controlling party is J Whelan by virtue of his majority shareholding in Fairlie Holdings Limited.



WOODSTOWN HEALTHCARE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

12.


AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 30 June 2023 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to Note 2.3 in the financial statements, which indicate that bank facilities to which the company is subject to a cross guarantee at 30 June 2023 were in breach of financial covenants. Whilst the directors are confident of a successful outcome to ongoing negotiations with the bank, no formal waiver of enforcement action as a result of this breach has been obtained by the directors.
As stated in Note 2.3, these events or conditions, along with other matters as set forth in Note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 

The audit report was signed on 30 October 2024 by Andrew Sandiford BCom FCA (Senior statutory auditor) on behalf of Bishop Fleming Bath Limited.