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Registered number: 09494396
















WOODSTOWN HOUSE PROPERTY LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2023


































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WOODSTOWN HOUSE PROPERTY LIMITED
REGISTERED NUMBER:09494396

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
8,280,600
8,370,264

Investments
 6 
1
1

  
8,280,601
8,370,265

Current assets
  

Debtors: amounts falling due within one year
 7 
1,089,001
1,178,443

  
1,089,001
1,178,443

Creditors: amounts falling due within one year
 8 
(10,330,809)
(5,425,728)

Net current liabilities
  
 
 
(9,241,808)
 
 
(4,247,285)

Total assets less current liabilities
  
(961,207)
4,122,980

Creditors: amounts falling due after more than one year
 9 
-
(4,944,712)

  

Net liabilities
  
(961,207)
(821,732)


Capital and reserves
  

Called up share capital 
 11 
1
1

Profit and loss account
  
(961,208)
(821,733)

  
(961,207)
(821,732)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

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

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





T McGranaghan
Director

Date: 30 October 2024

The notes on  form part of these financial statements.



WOODSTOWN HOUSE PROPERTY LIMITED

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

1.


GENERAL INFORMATION

Woodstown House Property Limited is a limited liability 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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
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 HOUSE PROPERTY 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 in the year of £139,475 (2022: 180,105) and has a deficit in shareholder's funds of £961,207 (2022: £821,732). The main revenue stream for Woodstown House Property Ltd comes from rent associated with leasing out Woodstown House to its subsidiary, Woodstown Healthcare Ltd. The revenue streams for Woodstown Healthcare are provided by Integrated Care Boards (ICBs) and Social Services.
During the year Woodstown Healthcare Ltd operated in a limited capacity commensurate with its planned growth in operations over time 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 within the group.
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 which has borrowings from Triodos (“the Triodos borrowing group”).  As disclosed in Notes 10 & 12, 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 £2,879,143 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.
Companies within each borrowing group are dependent upon the continued availability of these balances, 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 confirm that the amounts owed to group undertakings of £5,148,123 (2022: £5,101,567) 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


WOODSTOWN HOUSE PROPERTY LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.3
GOING CONCERN (CONTINUED)

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. Revenue represents rent receivable in the period.

 
2.5

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 company 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.

Land is not depreciated. Depreciation on other assets 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
-
2% straight line
Freehold land
-
not depreciated
Fixtures and fittings
-
20-25% straight line when brought into use

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.

 
2.6

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

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.



WOODSTOWN HOUSE PROPERTY LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.8

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.

 
2.9

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.

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.



WOODSTOWN HOUSE PROPERTY LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.10

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

BORROWING COSTS

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

 
2.12

TAXATION

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.


3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgements and estimates, where required.
Freehold property is a specialist care home held at cost and the director's assess at each period end if there are any indicators of impairment.


4.


EMPLOYEES




The average monthly number of employees, including directors, during the year was 2 (2022: 2).



WOODSTOWN HOUSE PROPERTY LIMITED

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

5.


TANGIBLE FIXED ASSETS





Freehold property
Fixtures and fittings
Total

£
£
£



COST OR VALUATION


At 1 July 2022
8,553,741
8,550
8,562,291


Additions
37,536
-
37,536


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



At 30 June 2023

8,591,277
-
8,591,277



DEPRECIATION


At 1 July 2022
190,317
1,710
192,027


Charge for the year on owned assets
120,360
6,840
127,200


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



At 30 June 2023

310,677
-
310,677



NET BOOK VALUE



At 30 June 2023
8,280,600
-
8,280,600



At 30 June 2022
8,363,424
6,840
8,370,264


6.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST OR VALUATION


At 1 July 2022
1



At 30 June 2023
1






WOODSTOWN HOUSE PROPERTY LIMITED

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

7.


DEBTORS

2023
2022
£
£


Amounts owed by group undertakings
1,072,652
1,119,767

Prepayments and accrued income
16,349
58,676

1,089,001
1,178,443



8.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
2022
£
£

Bank loans
5,098,525
240,000

Amounts owed to group undertakings
5,148,123
5,101,567

Accruals and deferred income
84,161
84,161

10,330,809
5,425,728


For information regarding bank loans, see note 10.
Amounts owed to group undertakings are interest free and due on demand.


9.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023
2022
£
£

Bank loans
-
4,944,712

-
4,944,712


For information regarding bank loans, see note 10.



WOODSTOWN HOUSE PROPERTY LIMITED

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

10.


LOANS


Analysis of the maturity of loans is given below:


2023
2022
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
5,098,525
240,000


5,098,525
240,000

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
-
240,000


-
240,000

AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
-
720,000


-
720,000

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Bank loans
-
3,984,712

-
3,984,712

5,098,525
5,184,712


Bank loans are secured by a fixed charge over the assets of the company, Higher Drive Nursing Home (Holdings) Limited, Abercorn Property Limited and by a cross guarantee with 92 Higher Drive Limited, Woodstown Healthcare Limited and Abercorn House Healthcare Limited. 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 over 20 years. However, at the balance sheet date the facility was in default so the full amount is disclosed as due within one year.



WOODSTOWN HOUSE PROPERTY LIMITED

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

11.


SHARE CAPITAL

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1 (2022: 1) Ordinary share of £1.00
1
1



12.


CONTINGENT LIABILITIES

The company is subject to a fixed charge over its assets in favour of Triodos Bank plc with Abercorn 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 fellow group companies, on loans totalling £17,841,546 (2022: £17,072,876).


13.


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.


14.


ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The immediate and 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. 


15.


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 indicates that the company was in breach of financial covenants attaching to its bank facilities, along with those of fellow subsidiaries to which the company is subject to a cross guarantee at 30 June 2023. 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.