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Registered number: 07318751
















FAIRLIE HOLDINGS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023


































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FAIRLIE HOLDINGS LIMITED

 
COMPANY INFORMATION


DIRECTORS
J G Whelan 
T McGranaghan 




REGISTERED NUMBER
07318751



REGISTERED OFFICE
10 Temple Back

Bristol

BS1 6FL




INDEPENDENT AUDITORS
Bishop Fleming Bath Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






FAIRLIE HOLDINGS LIMITED


CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Consolidated statement of comprehensive income
 
11
Consolidated statement of financial position
 
12
Company statement of financial position
 
13
Consolidated statement of changes in equity
 
14
Company statement of changes in equity
 
15
Consolidated statement of cash flows
 
16 - 17
Consolidated analysis of net debt
 
17
Notes to the financial statements
 
18 - 40



FAIRLIE HOLDINGS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023

BUSINESS REVIEW
 
Despite the difficulties provided by the lasting effects of the Covid-19 pandemic on the care sector on occupancy, recruitment, and retention, trading for the year was strong. Turnover has increased to £21.5m from £20.6m (restated) to June 2022. Gross profit has increased from £20.4m against £19.1m in 2022.
The group made an operating loss of £0.2m against a profit of £0.6m (restated) in the previous year. During the year the group recognised exceptional impairment charges against certain fixed assets totalling £0.88m giving an underlying operating profit of £0.67m. Wage and agency costs have continued to increase as the newest home, Woodstown House opens to new admissions and the established homes, Fairlie House and Highfield House, invest in recruitment and retention initiatives to reduce the lasting impact of Covid-19 on recruitment and retention in their services.
Pre tax losses of £1.5m (£0.25m restated in 2022) are attributable to an increase in interest payable primarily because of the Bank of England Base rate changes during the year.

PRINCIPAL RISKS AND UNCERTAINTIES
 
The management of the business and the execution of the group’s strategy are subject to several risks. In line with other businesses operating in the care sector business, we are reliant on maintaining strong collaborative relations with the Clinical Commissioning Groups (CCGs) and Social Services from whom our residents are primarily sourced. 
To help mitigate some of the risks, we are in the process of agreeing a new deal with a significant purchaser of blocked beds. This would guarantee over 50% of our income going forward. Due to the intensive nature of care, we provide, we need to ensure a highly trained and motivated level of staff. 
We have been successful in recruiting several overseas nurses and other staff from countries with English as their first language and we continue to look at innovative ways to ensure we offer a very competitive package to attract and retain staff. A major element of this strategy is the ability to provide staff accommodation and we will be opened a new 9x3-bedroom facility in the spring of 2023.
Although Covid19 is still an on-going risk, the impact on operational costs has now significantly reduced with PPE costs now just above the pre-Covid 19 levels.

FINANCIAL KEY PERFORMANCE INDICATORS
 
The directors believe that turnover, net profit, and cash generated from operations are the financial key performance indicators of the group.

OTHER KEY PERFORMANCE INDICATORS
 
The key nonfinancial performance indicator is occupancy levels at the three homes. Fairlie Healthcare Ltd was at 94% (93% in 2021/22), 92 Higher Drive ltd was 80% (85%) and Woodstown was 31% (27%).
FUTURE DEVELOPMENTS
We continue to seek new opportunities for further growth as well on focusing on maintaining and improving the highest levels of specialised care.

Page 1


FAIRLIE HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
 
The Directors consider that they have acted in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and having regard (amongst other matters) to factors (a) to (f) S172 Companies Act 2006, in the decisions taken during the year ended 30 June 2023. Specifically, the Board ensure in all decisions taken that:

Business is conducted morally and ethically, in line with the company’s Code of Conduct
Short-term gains do not have an adverse consequence on the company’s long-term strategy, success and benefits
Employee welfare, training and interests are taken care of
Customer and supplier relationships are strong, mutually beneficial and comply with company’s policies
Any community and environmental impacts as a result of the company’s operations are considered

During the financial year, the group ensured the following:

The group continued to invest in its people and processes throughout the last financial year, notwithstanding the significant financial pressures, in order to maintain the quality of care.
Informally and formally consulted with its employees to ensure staff felt safe in their working environment, and on staff’s mental wellbeing.


This report was approved by the board on 30 October 2024 and signed on its behalf.



T McGranaghan
Director

Page 2


FAIRLIE HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023

The directors present their report and the financial statements for the year ended 30 June 2023.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £1,714,331 (2022: profit £97,652).

Dividends of £398,859 in 2023 and £161,308 in 2022 were paid when the company had insufficient distributable reserves. The directors are taking steps to regularise the position, and return the company profit and loss account to a surplus, through the payment of dividends from subsidiary companies to the parent.

DIRECTORS

The directors who served during the year were:

J G Whelan 
T McGranaghan 

ENGAGEMENT WITH EMPLOYEES

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. This is achieved through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The Group fosters business relationships with its residents by acting on feedback and by maintaining a continuous commitment to achieving the highest standards of residential care. The Group fosters business relationships with its suppliers by supporting a number of local suppliers, ensuring relationships are mutually beneficial and paying invoices within agreed payment terms.

DISABLED EMPLOYEES

The Group gives every consideration to applications for employment from disabled persons where the requirements of the job may be adequately covered by a handicapped or disabled person. With regard to existing disabled employees and those who have become disabled during the year, the Group has continued to examine ways and means of providing continuing employment under normal terms and conditions and to provide training, career development and promotion wherever appropriate.

Page 3


FAIRLIE HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

The Group's greenhouse gas emissions and energy consumption are as follows: 


2023
2022

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
275.1
291.7

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
116.5
102.5

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
2,059,020
2,143,901

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard. Associated greenhouse gases have been calculated using the UK Government GHG Conversion Factors for Company Reporting.

During the year the group took the following energy efficiency actions:
Investment in technology to reduce travel for unnecessary meetings
The directors continue to monitor sources of emissions for future opportunities to further reduce our carbon footprint and are actively exploring plans to encourage use of public transport and electric vehicles.
Purchase of new staff transportation mini bus planned for  year ended June 2024 to reduce the number of of trips required to transport staff between sites.
Installation of EV charge points at staff accomodation.
Initial planning with contractors to install additional solar pannels across care home sites and staff accomodation.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.
The intensity ratio 2023 is 0.921 (2022: 0.959) metric tonnes CO2e per employee.

MATTERS COVERED IN THE STRATEGIC REPORT

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic importance, these may alternatively be contained in the Strategic Report, provided that the Directors' Report contains a statement disclosing which information has been placed there.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

The loan facility with Barclays of £7,214,947 was replaced by a new facility of £9,000,000 with Cynergy bank in March 2024.

Page 4


FAIRLIE HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
AUDITORS

The auditorsBishop Fleming Bath Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






T McGranaghan
Director

Date: 30 October 2024

10 Temple Back
Bristol
BS1 6FL

Page 5


FAIRLIE HOLDINGS LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6


FAIRLIE HOLDINGS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRLIE HOLDINGS LIMITED
OPINION


We have audited the financial statements of Fairlie Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 in the financial statements, which indicates that bank facilities held in certain subsidiaries was in breach of covenant. 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 the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included all matters referred to in note 2.3.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7


FAIRLIE HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRLIE HOLDINGS LIMITED (CONTINUED)

OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8


FAIRLIE HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRLIE HOLDINGS LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have considered the following:
The nature of the industry and sector, control environment and business performance;
Results of our enquires of management and directors in relation to their own identification and assessment of the risks of irregularities within the Group and Company; and
Any matters we identified having obtained and reviewed the Group and Company’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or noncompliance with laws and regulations.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the areas of high risk to be in relation to revenue recognition. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
We have also obtained an understanding of the legal and regulatory frameworks that the Group and Company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 and UK tax legislation. In addition we considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental for the Group and Company’s ability to operate or avoid a material penalty. These included the provisions pertaining to the employment of overseas workers, the Care Quality Commission, safeguarding regulations, health and safety regulations; employment legislation; and data protection laws.
Our audit procedures performed to respond to the risks identified included, but were not limited to:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Identifying and testing journal entries, evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud; and
Challenging assumptions and judgements made by management in their significant accounting estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
 
Page 9


FAIRLIE HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRLIE HOLDINGS LIMITED (CONTINUED)

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


USE OF OUR REPORT
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.






Andrew Sandiford BCom FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Bath Limited
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

30 October 2024
Page 10


FAIRLIE HOLDINGS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
21,450,682
20,057,381

Cost of sales
  
(1,024,460)
(953,978)

GROSS PROFIT
  
20,426,222
19,103,403

Administrative expenses
  
(19,755,112)
(18,498,761)

Exceptional Impairment of freehold property
 12 
(887,928)
-

OPERATING (LOSS)/PROFIT
 5 
(216,818)
604,642

Amounts written off investments
  
56,729
(139,362)

Interest receivable and similar income
  
13,047
5,836

Interest payable and similar expenses
 9 
(1,401,744)
(719,264)

LOSS BEFORE TAXATION
  
(1,548,786)
(248,148)

Tax on loss
 10 
(165,545)
345,800

(LOSS)/PROFIT FOR THE FINANCIAL YEAR
  
(1,714,331)
97,652

  

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
  
(1,714,331)
97,652

(LOSS)/PROFIT FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent Company
  
(1,714,331)
97,652

  
(1,714,331)
97,652

The notes on pages 18 to 40 form part of these financial statements.

Page 11


FAIRLIE HOLDINGS LIMITED
REGISTERED NUMBER:07318751

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

As restated
2023
2022
Note
£
£

FIXED ASSETS
  

Tangible assets
 15 
31,980,692
30,717,037

Investments
 16 
215,000
215,000

Investment property
 17 
-
362,810

  
32,195,692
31,294,847

CURRENT ASSETS
  

Stocks
 18 
130,350
130,350

Debtors: amounts falling due within one year
 19 
3,756,374
6,508,426

Cash at bank and in hand
 20 
1,964,188
1,043,089

  
5,850,912
7,681,865

Creditors: amounts falling due within one year
 21 
(33,350,465)
(9,274,322)

NET CURRENT LIABILITIES
  
 
 
(27,499,553)
 
 
(1,592,457)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
4,696,139
29,702,390

Creditors: amounts falling due after more than one year
 22 
(286,034)
(23,166,453)

PROVISIONS FOR LIABILITIES
  

Deferred taxation
 24 
(290,860)
(303,502)

  
 
 
(290,860)
 
 
(303,502)

NET ASSETS
  
4,119,245
6,232,435


CAPITAL AND RESERVES
  

Called up share capital 
 25 
671,978
671,978

Profit and loss account
 26 
3,447,267
5,560,457

  
4,119,245
6,232,435

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





T McGranaghan
Director

Date: 30 October 2024

The notes on pages 18 to 40 form part of these financial statements.

Page 12


FAIRLIE HOLDINGS LIMITED
REGISTERED NUMBER:07318751

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

2023
2022
Note
£
£

FIXED ASSETS
  

Tangible assets
 15 
6,712,235
5,218,340

Investments
 16 
317,002
317,002

Investment Property
 17 
-
362,810

  
7,029,237
5,898,152

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 19 
8,991,921
8,687,652

Cash at bank and in hand
 20 
3,848
297,993

  
8,995,769
8,985,645

Creditors: amounts falling due within one year
 21 
(16,830,998)
(14,929,438)

NET CURRENT LIABILITIES
  
 
 
(7,835,229)
 
 
(5,943,793)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
(805,992)
(45,641)

  

  

NET LIABILITIES
  
(805,992)
(45,641)


CAPITAL AND RESERVES
  

Called up share capital 
 25 
671,978
671,978

Profit and loss account brought forward
  
(717,619)
(444,013)

Loss for the year
  
(361,492)
(112,568)

Dividends

  

(398,859)
(161,038)

Profit and loss account carried forward
  
(1,477,970)
(717,619)

  
(805,992)
(45,641)

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





T McGranaghan
Director

Date: 30 October 2024

The notes on pages 18 to 40 form part of these financial statements.

Page 13


FAIRLIE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


At 1 July 2021 (as restated)
671,978
5,837,801
6,509,779
6,509,779

Prior year adjustment - correction of error
-
(213,958)
(213,958)
(213,958)


At 1 July 2021 (as restated)
671,978
5,623,843
6,295,821
6,295,821


COMPREHENSIVE INCOME FOR THE YEAR

Profit for the year
-
97,652
97,652
97,652

Dividends: Equity capital
-
(161,038)
(161,038)
(161,038)


TOTAL TRANSACTIONS WITH OWNERS
-
(161,038)
(161,038)
(161,038)



At 1 July 2022 (as previously stated)
671,978
5,674,053
6,346,031
6,346,031

Prior year adjustment - correction of error
-
(113,596)
(113,596)
(113,596)


At 1 July 2022 (as restated)
671,978
5,560,457
6,232,435
6,232,435


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(1,714,331)
(1,714,331)
(1,714,331)

Dividends: Equity capital
-
(398,859)
(398,859)
(398,859)


TOTAL TRANSACTIONS WITH OWNERS
-
(398,859)
(398,859)
(398,859)


AT 30 JUNE 2023
671,978
3,447,267
4,119,245
4,119,245


The notes on pages 18 to 40 form part of these financial statements.

Page 14


FAIRLIE HOLDINGS LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2021
671,978
(444,013)
227,965


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(112,568)
(112,568)

Dividends: Equity capital
-
(161,038)
(161,038)


TOTAL TRANSACTIONS WITH OWNERS
-
(161,038)
(161,038)



At 1 July 2022
671,978
(717,619)
(45,641)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(361,492)
(361,492)

Dividends: Equity capital
-
(398,859)
(398,859)


TOTAL TRANSACTIONS WITH OWNERS
-
(398,859)
(398,859)


AT 30 JUNE 2023
671,978
(1,477,970)
(805,992)


The notes on pages 18 to 40 form part of these financial statements.

Page 15


FAIRLIE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023

As restated
2023
2022
£
£

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/profit for the financial year
(1,714,331)
97,652

ADJUSTMENTS FOR:

Amortisation of intangible assets
-
104,005

Depreciation of tangible assets
395,658
425,799

Interest paid
1,401,744
719,264

Interest received
(13,047)
-

Taxation charge
166,545
(345,800)

Decrease/(increase) in debtors
2,280,666
(113,434)

Increase in creditors
117,389
222,651

Corporation tax received/(paid)
2,234
(233,479)

Impairment of fixed assets
887,928
139,362

Profit on disposal of investment property
(56,729)
-

NET CASH GENERATED FROM OPERATING ACTIVITIES

3,468,057
1,016,020


CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of tangible fixed assets
(2,547,241)
(1,577,895)

Sale of investment properties
419,539
-

Interest received
13,047
-

NET CASH FROM INVESTING ACTIVITIES

(2,114,655)
(1,577,895)
Page 16


FAIRLIE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

As restated

2023
2022

£
£



CASH FLOWS FROM FINANCING ACTIVITIES

New secured loans
2,659,305
1,513,195

Repayment of loans
(1,689,864)
(449,388)

Interest paid
(1,401,744)
(719,264)

NET CASH USED IN FINANCING ACTIVITIES
(432,303)
344,543

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
921,099
(217,332)

Cash and cash equivalents at beginning of year
1,043,089
1,260,421

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
1,964,188
1,043,089


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
1,964,188
1,043,089

1,964,188
1,043,089



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2023





At 1 July 2022
Cash flows
Other non-cash changes
At 30 June 2023
£

£

£

£

Cash at bank and in hand

1,043,089

921,099

-

1,964,188

Debt due after 1 year

(23,166,453)

(2,659,305)

25,539,724

(286,034)

Debt due within 1 year

(2,174,308)

1,689,864

(25,539,724)

(26,024,168)



(24,297,672)
(48,342)
-
(24,346,014)

The notes on pages 18 to 40 form part of these financial statements.

Page 17


FAIRLIE HOLDINGS LIMITED

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

1.


GENERAL INFORMATION

Fairlie Holdings Limited is a limited liability company incorporated in the UK. 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 July 2014.

Page 18


FAIRLIE HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The group has made a loss after tax for the year of £1,714,331 (2022: profit of £97,652). This has been driven by the impact of the one-off costs from the disposal of investments, impairment of property, increased debt service costs and continued investment in the operations at Woodstown House as it has progressed towards full capacity and operating profit.
The revenue streams for the group 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 group continues to provide a high-quality provision for its patients to secure its revenue streams. 
The group’s two fully operational care homes continue to trade profitably and in a cash generative manner sufficient to support the other group companies. The directors have prepared forecasts, supported by post balance sheet trading performance to the date of approval of the accounts which demonstrate that Woodstown House will also become profitable on a monthly basis during 2023-24.
The Fairlie Holdings Limited group (“the Group”) has two distinct and separate funding groups, one of which has borrowings from Barclays (“the Barclays borrowing group”) and the other which has borrowings from Triodos (“the Triodos borrowing group”).  As disclosed in Note 22, cross guarantees exist amongst the members of the Triodos and Barclays borrowing groups.  
At the balance sheet date and subsequently the Barclays borrowing group funding facilities’ financial covenants are being met. As set out in Note 22, the Barclays facility is due to expire with 12 months of the year end date, and subsequent to the year end was replaced with a facility with Cynergy Bank.  
At the balance sheet date the Triodos borrowing group funding facilities’ financial covenants were not being met on facilities totalling £17,841,546. Additionally, the component of the Triodos facility attaching to Abercorn Property Limited, a subsidiary company, was due for repayment during 2024, this repayment was not made, and the facility has been extended to 31 December 2024. No formal waiver of enforcement action as a result of the covenant 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 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 attaching to their respective debt facilities going forward.
Certain companies within each borrowing group have also received funding from companies within the other borrowing group.  Companies within each borrowing group are dependent upon the continued availability of these advances, which is in turn dependent upon the companies within the other borrowing group continuing as going concerns and vice versa.  The directors expect this to be the case.
The directors therefore consider that it is appropriate to prepare the group accounts on a going concern basis.
The Company has balances due to and from companies in both borrowing groups.  The recoverability of balances due are predicated on the counterparty continuing to trade, and recoverability would be uncertain if this were not the case.  If the counterparty company were to seek repayment of balances
Page 19


FAIRLIE HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.3
GOING CONCERN (CONTINUED)

payable by the Company, the Company would need to seek alternative sources of funding, which would be uncertain.  Based on the assessment of trading and cashflows referred to above, the directors do not believe that repayment or payment will be sought within twelve months of the date of the approval of the financial statements if to do so would be detrimental to the interest of the Company or Group.
If the Group or Company 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 Group 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 Group 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 GROUP AS LESSEE

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

 
2.6

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.7

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

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

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

Page 20


FAIRLIE HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.8

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.9

EXCEPTIONAL ITEMS

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.10

INTANGIBLE ASSETS

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.

 
2.11

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 21


FAIRLIE HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.11
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:

Freehold property
-
1.5 - 2% straight line
Freehold land
-
not depreciated
Plant and machinery
-
20 - 25% straight line
Fixtures and fittings
-
20 - 25% straight line
Assets under construction
-
not depreciated

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.

 
2.12

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

INVESTMENT PROPERTY

Investment property is carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.14

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 22


FAIRLIE HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.16

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.

 
2.17

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

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.

 
2.19

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.

 
2.20

FINANCIAL INSTRUMENTS

The Group 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.

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

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of
Page 23


FAIRLIE HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.20
FINANCIAL INSTRUMENTS (CONTINUED)

the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 payments 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 instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

 
2.21

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 24


FAIRLIE HOLDINGS LIMITED

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

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgments made by management that have a significant effect on the amounts recognised in the financial statements are described below. 
Management have considered the valuation of fixed asset investments. These have been recognised at cost and reviewed for impairment.
Freehold property is principally specialist care homes held at cost and the director's assess at each period end if there are any indicators of impairment.
Freehold property held in Abercorn Property Limited, a subsidiary, pending development into a specialist care home is held at a cost a £2,208,431. In considering any indicators of impairment the directors assess the anticipated development project and whether this is expected to maintain the net realisable value of the property. In making their assessment in the current year the directors are of the opinion that this will be the case.  Such redevelopment is also dependent upon the availability of suitable banking facilities and note 2.3 sets out the uncertainty in this respect.  It may be necessary to write down the carrying value of the property to the value achievable if it were sold in its current state without further development, which could be materially lower than its current carrying value.


4.


TURNOVER

The whole of turnover is attributable to the group's principal activity.

All turnover arose within the United Kingdom.


5.


OPERATING (LOSS)/PROFIT

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Depreciation
395,658
425,799

Other operating lease rentals
41,281
18,621

Page 25


FAIRLIE HOLDINGS LIMITED

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

6.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
50,000
45,500

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
7,700
7,000

All other services
5,500
5,000


7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
12,523,475
11,420,770
618,969
494,913

Social security costs
1,156,792
1,029,798
70,201
86,798

Cost of defined contribution scheme
454,203
356,715
43,978
45,397

14,134,470
12,807,283
733,148
627,108


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Nursing and care staff
416
409
-
-



Management
9
6
9
6

425
415
9
6

Page 26


FAIRLIE HOLDINGS LIMITED

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

8.


DIRECTORS' REMUNERATION

2023
2022
£
£

Group directors' emoluments
279,690
234,600

Group contributions to defined contribution pension schemes
30,333
40,000

310,023
274,600


During the year retirement benefits were accruing to 1 director (2022: 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £188,782 (2022: £170,600).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £30,333 (2022: £40,000).


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2023
2022
£
£


Bank interest payable
1,375,301
719,264

Other loan interest payable
26,443
-

1,401,744
719,264

Page 27


FAIRLIE HOLDINGS LIMITED

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

10.


TAXATION


As restated
2023
2022
£
£

CORPORATION TAX


Current tax on profits for the year
-
100

Adjustments in respect of previous periods
178,187
(275,891)


178,187
(275,791)


TOTAL CURRENT TAX
178,187
(275,791)

DEFERRED TAX


Origination and reversal of timing differences
8,772
(67,513)

Changes to tax rates
(21,414)
(2,496)

TOTAL DEFERRED TAX
(12,642)
(70,009)


TAXATION ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES
165,545
(345,800)
Page 28


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 20.5% (2022: 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,548,786)
(248,148)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 20.5% (2022: 19%)
(317,501)
(47,148)

EFFECTS OF:


Expenses not deductible for tax purposes
197,260
60,957

Capital allowances for year in excess of depreciation
33,725
52,616

Adjustments to tax charge in respect of prior periods
178,187
(275,891)

Short-term timing difference leading to an increase (decrease) in taxation
(5,790)
1,193

Capital gains
11,627
-

Remeasurement of deferred tax for changes in tax rates
(37,858)
(34,409)

Deferred tax not recognised
105,895
(103,118)

TOTAL TAX CHARGE FOR THE YEAR
165,545
(345,800)

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


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There are no factors that may affect future tax charges.


11.


DIVIDENDS

2023
2022
£
£


Dividends on ordinary shares
398,859
161,038

398,859
161,038

Dividends of £398,859 in 2023 and £161,308 in 2022 were paid when the company had insufficient distributable reserves. The directors are taking steps to regularise the position, and return the company profit and loss account to a surplus, through the payment of dividends from subsidiary companies to the parent.

Page 29


FAIRLIE HOLDINGS LIMITED

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

12.


EXCEPTIONAL ITEMS

2023
2022
£
£


Impairment of freehold property
887,928
-

887,928
-


13.


PARENT COMPANY PROFIT FOR THE YEAR

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £361,492 (2022: loss £112,568).


14.


INTANGIBLE ASSETS

Group and Company





Goodwill

£



COST


At 1 July 2022
3,040,068



At 30 June 2023

3,040,068



AMORTISATION


At 1 July 2022
3,040,068



At 30 June 2023

3,040,068



NET BOOK VALUE



At 30 June 2023
-



At 30 June 2022
-



Page 30


FAIRLIE HOLDINGS LIMITED

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

15.


TANGIBLE FIXED ASSETS

Group






Freehold property
Plant and machinery
Fixtures and fittings
Assets under construction
Total

£
£
£
£
£



COST OR VALUATION


At 1 July 2022
28,640,464
106,254
902,797
3,294,285
32,943,800


Additions
37,536
10,031
87,031
2,412,643
2,547,241


Disposals
-
-
(8,550)
-
(8,550)



At 30 June 2023

28,678,000
116,285
981,278
5,706,928
35,482,491



DEPRECIATION


At 1 July 2022
1,438,456
84,457
703,850
-
2,226,763


Charge for the year on owned assets
289,404
7,516
98,738
-
395,658


Disposals
-
-
(8,550)
-
(8,550)


Impairment charge
181,000
-
-
706,928
887,928



At 30 June 2023

1,908,860
91,973
794,038
706,928
3,501,799



NET BOOK VALUE



At 30 June 2023
26,769,140
24,312
187,240
5,000,000
31,980,692



At 30 June 2022
27,202,008
21,797
198,947
3,294,285
30,717,037




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Freehold
26,769,140
27,202,008

26,769,140
27,202,008


Page 31


FAIRLIE HOLDINGS LIMITED

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

           15.TANGIBLE FIXED ASSETS (CONTINUED)


Company






Freehold property
Assets under construction
Total

£
£
£

COST OR VALUATION


At 1 July 2022
2,101,000
3,294,285
5,395,285


Additions
-
2,412,643
2,412,643



At 30 June 2023

2,101,000
5,706,928
7,807,928



DEPRECIATION


At 1 July 2022
176,945
-
176,945


Charge for the year on owned assets
30,820
-
30,820


Impairment charge
181,000
706,928
887,928



At 30 June 2023

388,765
706,928
1,095,693



NET BOOK VALUE



At 30 June 2023
1,712,235
5,000,000
6,712,235



At 30 June 2022
1,924,055
3,294,285
5,218,340






Page 32


FAIRLIE HOLDINGS LIMITED

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

16.


FIXED ASSET INVESTMENTS

Group





Other fixed asset investments

£



COST OR VALUATION


At 1 July 2022
215,000



At 30 June 2023
215,000






NET BOOK VALUE



At 30 June 2023
215,000



At 30 June 2022
215,000

Company





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



COST OR VALUATION


At 1 July 2022
102,002
215,000
317,002



At 30 June 2023
102,002
215,000
317,002






NET BOOK VALUE



At 30 June 2023
102,002
215,000
317,002



At 30 June 2022
102,002
215,000
317,002

Page 33


FAIRLIE HOLDINGS LIMITED

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

DIRECT SUBSIDIARY UNDERTAKINGS


The following were direct subsidiary undertakings of the Company:

Name

Class of shares

Holding

Fairlie Healthcare Limited
Ordinary
100%
Fairlie Properties Limited
Ordinary
100%
Higher Drive Nursing Home (Holdings) Limited
Ordinary
100%
Woodstown House Property Limited
Ordinary
100%
Abercorn Property Limited
Ordinary
100%


INDIRECT SUBSIDIARY UNDERTAKINGS


The following were indirect subsidiary undertakings of the Company:

Name

Class of shares

Holding

92 Higher Drive Limited
Ordinary
100%
Woodstown Healthcare Limited
Ordinary
100%
Abercorn House Healthcare Limited
Ordinary
100%


17.


INVESTMENT PROPERTY

Group and Company


Freehold investment property

£





At 1 July 2022
362,810


Disposals
(362,810)



AT 30 JUNE 2023
-

The 2023 valuations were made by the directors, on an open market value for existing use basis.



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2023
2022
£
£


Historic cost
-
362,810

-
362,810

Page 34


FAIRLIE HOLDINGS LIMITED

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

18.


STOCKS

Group
Group
2023
2022
£
£

Consumables
130,350
130,350

130,350
130,350



19.


DEBTORS

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
458,506
3,237,496
-
-

Amounts owed by group undertakings
-
-
6,684,050
6,348,758

Other debtors
2,328,307
2,413,643
2,190,901
2,294,713

Prepayments and accrued income
969,561
784,760
116,970
44,181

Tax recoverable
-
72,527
-
-

3,756,374
6,508,426
8,991,921
8,687,652


Amounts owed by group undertakings are interest free and due on demand but are not expected to be repayable within one year. 
Included in other debtors (group and company) is a balance of £505,234 (2022: £505,234) due from a connected company which is repayable on demand. However, the directors do not expect to demand repayment within one year.


20.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,964,188
1,043,089
3,848
297,993

1,964,188
1,043,089
3,848
297,993


Page 35


FAIRLIE HOLDINGS LIMITED

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

21.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank loans
25,871,621
2,174,308
815,128
747,758

Other loans
152,547
-
-
-

Trade creditors
1,176,061
1,080,849
4,193
209,899

Amounts owed to group undertakings
-
-
15,881,586
13,913,603

Corporation tax
108,894
-
108,894
-

Other taxation and social security
1,827,165
1,832,000
-
-

Other creditors
429,391
492,780
5,270
517

Accruals and deferred income
3,784,786
3,694,385
15,927
57,661

33,350,465
9,274,322
16,830,998
14,929,438


See note 23 for details of loan securities.
Amounts owed to group undertakings are interest free and due on demand but are not expected to be repayable within one year. 


22.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
2023
2022
£
£

Bank loans
-
23,166,453

Other loans
286,034
-

286,034
23,166,453


See note 23 for details of loan securities.

Page 36


FAIRLIE HOLDINGS LIMITED

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

23.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
25,871,621
2,174,308
815,128
747,758

Other loans
152,547
-
-
-


26,024,168
2,174,308
815,128
747,758

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
-
8,336,378
-
-

Other loans
178,824
-
-
-


178,824
8,336,378
-
-

AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
-
4,190,349
-
-

Other loans
107,210
-
-
-


107,210
4,190,349
-
-

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Bank loans
-
10,639,726
-
-

-
10,639,726
-
-

26,310,202
25,340,761
815,128
747,758


Page 37


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
23.LOANS (CONTINUED)

A bank loan of £7,214,947 (2022: £7,520,128) held in Fairlie Properties Limited is secured by a fixed charge over the assets of Fairlie Properties Limited, a subsidiary, and by a cross guarantee with Fairlie Healthcare Limited, a fellow subsidiary, in favour of Barclays Bank plc. The loan bears interest at 2.25% over LIBOR and is repayable by instalment on a notional term of 20 years for 5 years from the first drawdown. As the facility was due to expire within one year and had not been renewed at the balance sheet date it is shown as repayable within one year. This facility was subsequently replaced by a facility of £9,000,000 with Cynergy Bank in March 2024 with a similar cross charge arrangement.
Bank loans of £11,414,543 (2022: £10,505,014) held in Higher Drive Nursing Home (Holdings) Limited are secured by a fixed charge over the assets of Higher Drive Nursing Home (Holdings) Limited, 92 Higher Drive Limited, Woodstown House Property Limited and Abercorn Property Limited (subsidiary undertakings), in favour of Triodos Bank NV. The loans bear a minimum interest of 2.75% or 2.25% over the Bank of England base rate (subject to a minimum total rate). The loans are repayable by instalments on a notional term of 20 years for 5 years from the first drawdown. 
A bank loan of £5,098,525 (2022: £5,184,712) held in Woodstown House Property Limited is secured by a fixed charge over the assets of the company, Woodstown House Property Limited, Abercorn Property Limited and by a cross guarantee with 92 Higher Drive Limited, Woodstown Healthcare Limited and Abercorn House Healthcare Limited in favour of Triodos Bank NV. The loan bears a minimum interest of 2.75% or 2.25% over the Bank of England base rate (subject to a minimum total rate). The loan is repayable by instalments over 20 years.
A bank loan of £1,328,478 (2021: £1,383,149) held in Abercorn Property Limited is secured by a fixed charge over the assets of the company, Abercorn Property Limited, Woodstown House Property Limited, Higher Drive Nursing Home (Holdings) Limited and by a cross guarantee with 92 Higher Drive Limited, Woodstown Healthcare Limited and Abercorn House Healthcare Limited in favour of Triodos Bank. The loan bears a minimum interest of 2.75% or 2.25% over the Bank of England base rate (subject to a minimum total rate). The loan is repayable by instalments for 5 years on a notional term of 20 years.
Due to financial covenants on these loans in favour of Triodos not being met at the balance sheet date these loans have been shown as repayable on demand, further details are provided in note 2.3.
A loan of £747,758 (2022: £nil) is secured by a fixed charge over certain freehold property in Fairlie Holdings in favour of SPF Bridging Limited. The loan is interest bearing and repayable 15 months after drawdown in October 2023. It was subsequently replaced by a similar facility with Keystone.
Other loans totalling £438,581 from Funding Circle are unsecured and repayable by instalments by December 2025. 


24.


DEFERRED TAXATION


Group



2023
2022


£

£






At beginning of year
(303,502)
(373,511)


Charged to profit or loss
12,642
70,009



AT END OF YEAR
(290,860)
(303,502)

Page 38


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
24.DEFERRED TAXATION (CONTINUED)

Company


2023
2022



AT END OF YEAR
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(365,933)
(375,289)

Tax losses carried forward
74,725
53,310

Short term timing differences
348
18,477

(290,860)
(303,502)


25.


SHARE CAPITAL

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



6,719,778 (2022: 6,719,780) Ordinary shares of £0.10 each
671,978
671,978



26.


RESERVES

Profit and loss account

This includes all current and prior period retained profits and losses. All are considered distributable.


27.


PRIOR YEAR ADJUSTMENT

During the year the directors identified expenditure in a subsidiary company that was not recorded in prior periods. The effect of these adjustments is a reduction in the opening profit and loss account at 1 July 2021 of £213,958 and a reduction in profit in the year ended 30 June 2022 of £113,596 and corresponding increases in other creditors. The cumulative effect of these adjustments in the years ended 30 June 2022 and 30 June 2023 is a reduction in profit and loss account of £327,554 and an increase in other creditors of £327,554.


28.


PENSION COMMITMENTS

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £454,203 (2022: £360,734). Contributions totalling £77,597 (2022: £73,907) were payable to the fund at the reporting date.

Page 39


FAIRLIE HOLDINGS LIMITED

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

29.


COMMITMENTS UNDER OPERATING LEASES

At 30 June 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
116,218
104,158
104,158
104,158

Later than 1 year and not later than 5 years
99,504
198,637
94,479
198,637

215,722
302,795
198,637
302,795


30.


TRANSACTIONS WITH DIRECTORS

The directors owed the group £172,546 (2022: £744,738) at the year end date. These balances are unsecured. The maximum overdrawn balance in the year was £591,768 (2022: £744,738). Interest was charged at the HMRC official rate.


31.


RELATED PARTY TRANSACTIONS

The company has taken advantage of exemption under Section 33 of Financial Reporting Standard 102 to not disclose transactions with other group companies.


2023
2022
£
£

Amounts owed by group directors
172,546
725,842
Amounts owned by group directors close family members
323,086
-
Amounts owed by companies under common control
1,509,376
1,488,377
Amounts owed by companies connected by significant common shareholder
46,603
46,603

Where amounts are owed by group directors a and close family members interest is charged by the company at the HMRC official rate.
Amounts owed by companies under common control are not interest bearing and are repayable on demand.
Key management personnel
All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total compensation (including remuneration, employers pension and social security contributions) in respect of these individuals is £638,423 (2022: £512,742).


32.


CONTROLLING PARTY

The ultimate controlling party is J Whelan by virtue of his majority shareholding in Fairlie Holdings Limited.

 
Page 40