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Registered number: 07318751
















FAIRLIE HOLDINGS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024


































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FAIRLIE HOLDINGS LIMITED

 
COMPANY INFORMATION


DIRECTORS
J G Whelan 
T McGranaghan 
K P Whelan (appointed 28 February 2025)




REGISTERED NUMBER
07318751



REGISTERED OFFICE
2 - 6 Uffington Road
West Norwood

London

SE27 0RW




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






FAIRLIE HOLDINGS LIMITED


CONTENTS



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 6
Directors' responsibilities statement
 
7
Independent auditors' report
 
8 - 12
Consolidated statement of comprehensive income
 
13
Consolidated statement of financial position
 
14
Company statement of financial position
 
15
Consolidated statement of changes in equity
 
16
Company statement of changes in equity
 
17
Consolidated statement of cash flows
 
18 - 19
Consolidated analysis of net debt
 
19
Notes to the financial statements
 
20 - 41



FAIRLIE HOLDINGS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

BUSINESS REVIEW
 
The UK care home sector continues to face a dynamic and evolving landscape, shaped by demographic shifts, increasing regulatory scrutiny, and rising demand for specialist services. Within this broader context, the provision of complex care, supporting individuals with high-dependency needs such as neurological conditions and long-term progressive illnesses - has become an area of both significant need and strategic importance. As the population ages and medical advances enable longer life expectancy for those with complex conditions, care providers are required to deliver ever more specialised, person-centred services that meet stringent clinical and quality standards. This environment presents both challenges and opportunities for operators committed to excellence in care.
Despite ongoing challenges within the care sector, particularly around occupancy, recruitment, and staff retention, trading for the year remained strong. Turnover increased to £25.3 million from £21.5 million in the year to June 2024. Gross profit also rose to £24.0 million, compared with £20.4 million in 2023.
The trading companies (Fairlie Healthcare, 92 Higher Drive and Woodstown Healthcare) delivered an EBITDA of £4.6 million in FY24, representing a significant increase of £2.4 million compared to EBITDA of £2.2 million in FY23. This strong performance reflects our ongoing commitment to delivering high-quality care while driving operational efficiency. Through effective cost management, we have successfully reduced agency spend from £2.5 million in FY23 to £1.1 million in FY24, without compromising the safety or wellbeing of our patients. In line with our vision for excellence in care, we have also introduced a strengthened management structure across all centres, ensuring consistent leadership and support at every level of the organisation.
 
Underlying operating profit
£2,877,105
Impairment of freehold property
£1,797,927
Historic VAT provision
£3,421,469
Other one-off corrections
£120,007
Operating loss
-£2,462,298

The Group delivered a strong underlying operating profit of £2.9 million in FY24, demonstrating the resilience and strength of its core operations. This result was achieved before recognising exceptional and non-recurring charges of £5.3 million relating to mainly impairment of certain fixed assets and an increase in a historic VAT provision, which contributed to a reported operating loss of £2.4 million (compared to £0.2 million in the prior year). 
Wage costs increased during the period, reflecting strategic investment in the Group’s workforce. Our newest centre, Woodstown House, is progressing well as it builds occupancy, while our established centres, Fairlie House and Highfield House, have continued to invest in recruitment and retention initiatives. These proactive steps position us strongly for sustainable growth and support our commitment to delivering high-quality care across all services.
 
Reported loss before tax
-£4,878,656
Impairment of freehold property
£1,797,927
Historic VAT provision
£3,421,469
Other one-off corrections
£113,452
Underlying profit before tax
£454,192

The Group generated an underlying profit before tax of £0.45 million in FY24, a notable improvement from the prior year’s loss of £0.7 million. This reflects the strength of the Group’s core operations, after adjusting for exceptional items. Reported pre-tax losses of £4.9 million (2023: £1.55 million) include the impact of increased interest payable, following the full-year effect of Bank of England base rate rises on variable-rate debt facilities. 
Despite these external financial pressures, the Group has maintained operational profitability, highlighting the effectiveness of its strategic and financial management during the year.
Whilst the Group’s operational care homes continue to trade profitably and in a cash generative manner, the directors recognise that there is the need to complete a refinancing exercise with their lenders. The Group is in breach of loan covenants in relation to £17.7m of loans from Triodos. The outcome of ongoing discussions is
Page 1


FAIRLIE HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

expected to be positive, but no conclusion has yet been reached, which represents a risk for the Group.

PRINCIPAL RISKS AND UNCERTAINTIES
 
The management of the business and execution of the Group’s strategy are subject to a number of ongoing risks, as is typical for organisations operating in the care sector. A key area of focus is maintaining strong, collaborative relationships with Integrated Care Boards (ICBs) and local authority commissioners, from whom the majority of our residents are referred.
Staffing remains a critical priority due to the complex nature of care we provide. Delivering safe, high-quality services depends on having a well-trained, stable, and motivated workforce. To support recruitment and retention, we continue to offer competitive employment packages and invest in meaningful benefits. A core part of this strategy is providing high-quality staff accommodation, and during the year, we opened a new facility comprising nine three-bedroom units to help address local housing pressures for our team.
To further strengthen the Group’s long-term resilience and growth, we are actively diversifying the range of complex care services we offer. This includes expanding our expertise to support a wider variety of patient needs across neurological, behavioural, and long-term rehabilitation pathways. In parallel, we are working to extend our reach beyond our traditional local commissioners by building relationships with a broader group of ICBs across multiple regions. This strategy will help mitigate geographic concentration risk, increase occupancy levels, and enhance the sustainability of our referral pipeline.
While operational cost pressures persist across the sector, we have taken proactive steps to manage them effectively and continue to monitor external factors that could impact service delivery or financial performance. Our ongoing focus remains on maintaining high standards of care while ensuring long-term sustainability and resilience.

FINANCIAL KEY PERFORMANCE INDICATORS
 
The directors consider turnover, EBITDA, Average Weekly Fee (AWF), and cash generated from operations to be the Group’s core financial key performance indicators. These metrics provide a clear measure of both operational efficiency and financial health. Strong performance across these indicators reflects the Group’s continued progress in delivering high-quality specialist care while maintaining a focus on commercial sustainability and long-term value creation.

OTHER KEY PERFORMANCE INDICATORS
 
The key non-financial performance indicator is average occupancy levels at the three homes. Fairlie Healthcare Ltd (Fairlie House) was at 92% (94% in 2022/23), 92 Higher Drive Ltd (Highfield House) was 88% (80%) and Woodstown Healthcare Ltd (Woodstown House) was 44% (31%). Woodstown House continues to build its occupancy levels in line with expectations working towards full occupancy in 2025/6.

Page 2


FAIRLIE HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

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 2024. 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 Group’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 the Group’s policies
Any community and environmental impacts as a result of the Group’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 25 July 2025 and signed on its behalf.



K P Whelan
Director

Page 3

1
FAIRLIE HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £5,088,249 (2023: loss £1,714,331).

Dividends of £183,209 in 2024 and £398,859 in 2023 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 company.

DIRECTORS

The directors who served during the year were:

J G Whelan 
T McGranaghan 

FUTURE DEVELOPMENTS

The Group remains focused on both sustainable growth and continuous improvement in the quality of care we deliver. We are actively exploring new opportunities to expand our services, including the development of additional facilities and the diversification of our complex care offering to meet a broader range of patient needs. Building on our strong clinical reputation, we aim to extend our reach into new geographic areas by strengthening relationships with a wider group of Integrated Care Boards and commissioners. At the same time, we remain committed to investing in our people, infrastructure, and innovation to ensure we deliver the highest standards of specialist care, now and in the future.

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 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 4


FAIRLIE HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

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


2024
2023

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)
373.4
275.1

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)
133.2
116.5

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
2,632,269
2,059,020

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 minibus in the year ended June 2024 reducing 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 2024 is 1.038 (2023: 0.921) 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.

Page 5


FAIRLIE HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
This report was approved by the board and signed on its behalf.
 






K P Whelan
Director

Date: 25 July 2025

2 - 6 Uffington Road
West Norwood
London
SE27 0RW

Page 6


FAIRLIE HOLDINGS LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

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 7


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 2024, 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 Consolidated Analysis of Net Debt 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 2024 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.


EMPHASIS OF MATTER


We draw attention to note 3 in the financial statements concerning a significant estimate made relating to a provision for VAT liabilities amounting to £3.4 million. Whilst professional advice and guidance has been obtained by the Group to enable the directors to develop an expectation, the final settlement may differ materially from the estimate that has been made, due to the complexities of the VAT technical position and the potential assessment of any penalties and interest. 
We also draw attention to note 3 in the financial statements concerning the £2.2million carrying value of property held pending development into a specialist care home. The directors consider that the cashflows that such a scheme would generate would support the carrying value being fully recoverable. However, the financing for the scheme is not yet secured and if the property had to be sold in its current condition the full carrying value may not be realised. 
Our opinion is not modified in respect of these matters.


Page 8


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

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 in the financial statements, which indicates that £17.7m of bank facilities held in certain subsidiaries were in breach of covenants at 30 June 2024. Whilst the directors have made representations to us that they 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. In addition, the Group has provided for significant historic VAT liabilities of £3,421,469. Whilst the directors have made representations to us that they are confident that the final liability and payment plan agreed could be managed from within existing facilities, the amount and timing are still uncertain.
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.


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.


Page 9


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

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 7, 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 10


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;
Reviewing company expenditure in key nominal codes for personal expenses of the directors or shareholders;
Testing capital expenditure to ensure that it was capital in nature and was valid business expenditure and reviewing the carrying value of assets for impairment;
Performing detailed transactional testing in relation to revenue with a particular focus on year-end cut off; and,
Page 11


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

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.
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. Our audit procedures were performed at the parent and subsidiary company level. 
 


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.






Nathan Coughlin FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

28 July 2025
Page 12


FAIRLIE HOLDINGS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
25,284,371
21,450,682

Cost of sales
  
(1,234,266)
(1,024,460)

GROSS PROFIT
  
24,050,105
20,426,222

Administrative expenses
  
(21,620,561)
(19,755,112)

Exceptional administrative expenses
 12 
(4,891,842)
(887,928)

OPERATING LOSS
 5 
(2,462,298)
(216,818)

Amounts written off investments
  
-
56,729

Interest receivable and similar income
  
22,775
13,047

Interest payable and similar expenses
 9 
(2,439,133)
(1,401,744)

LOSS BEFORE TAXATION
  
(4,878,656)
(1,548,786)

Tax on loss
 10 
(209,593)
(165,545)

LOSS FOR THE FINANCIAL YEAR
  
(5,088,249)
(1,714,331)

  

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
  
(5,088,249)
(1,714,331)

(LOSS) FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent Company
  
(5,088,249)
(1,714,331)

  
(5,088,249)
(1,714,331)

The notes on pages 20 to 41 form part of these financial statements.

Page 13


FAIRLIE HOLDINGS LIMITED
REGISTERED NUMBER:07318751

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Tangible assets
 14 
29,997,726
31,980,692

Investments
 15 
215,000
215,000

  
30,212,726
32,195,692

CURRENT ASSETS
  

Stocks
 16 
-
130,350

Debtors: amounts falling due within one year
 17 
6,561,375
3,756,374

Cash at bank and in hand
 18 
1,023,189
1,964,188

  
7,584,564
5,850,912

Creditors: amounts falling due within one year
 19 
(25,202,009)
(33,350,465)

NET CURRENT LIABILITIES
  
 
 
(17,617,445)
 
 
(27,499,553)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
12,595,281
4,696,139

Creditors: amounts falling due after more than one year
 20 
(9,830,111)
(286,034)

PROVISIONS FOR LIABILITIES
  

Deferred taxation
 22 
(495,914)
(290,860)

Other provisions
 23 
(3,421,469)
-

  
 
 
(3,917,383)
 
 
(290,860)

NET (LIABILITIES)/ASSETS
  
(1,152,213)
4,119,245


CAPITAL AND RESERVES
  

Called up share capital 
 24 
671,978
671,978

Profit and loss account
 25 
(1,824,191)
3,447,267

  
(1,152,213)
4,119,245


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





K P Whelan
Director

Date: 25 July 2025

The notes on pages 20 to 41 form part of these financial statements.

Page 14


FAIRLIE HOLDINGS LIMITED
REGISTERED NUMBER:07318751

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Tangible assets
 14 
5,010,535
6,712,235

Investments
 15 
317,002
317,002

  
5,327,537
7,029,237

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 17 
9,892,926
8,991,921

Cash at bank and in hand
 18 
15,721
3,848

  
9,908,647
8,995,769

Creditors: amounts falling due within one year
 19 
(17,090,099)
(16,830,998)

NET CURRENT LIABILITIES
  
 
 
(7,181,452)
 
 
(7,835,229)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
(1,853,915)
(805,992)

  

Creditors: amounts falling due after more than one year
 20 
(859,700)
-

  

NET LIABILITIES
  
(2,713,615)
(805,992)


CAPITAL AND RESERVES
  

Called up share capital 
 24 
671,978
671,978

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

Loss for the year
  
(1,724,414)
(361,492)

Dividends

  

(183,209)
(398,859)

Profit and loss account carried forward
  
(3,385,593)
(1,477,970)

  
(2,713,615)
(805,992)

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





K P Whelan
Director

Date: 25 July 2025

The notes on pages 20 to 41 form part of these financial statements.

Page 15


FAIRLIE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


671,978
5,674,053
6,346,031

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


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


COMPREHENSIVE INCOME FOR THE YEAR

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

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



At 1 July 2023
671,978
3,447,267
4,119,245


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(5,088,249)
(5,088,249)

Dividends: Equity capital
-
(183,209)
(183,209)


AT 30 JUNE 2024
671,978
(1,824,191)
(1,152,213)


The notes on pages 20 to 41 form part of these financial statements.

Page 16


FAIRLIE HOLDINGS LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


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)



At 1 July 2023
671,978
(1,477,970)
(805,992)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(1,724,414)
(1,724,414)

Dividends: Equity capital
-
(183,209)
(183,209)


AT 30 JUNE 2024
671,978
(3,385,593)
(2,713,615)


The notes on pages 20 to 41 form part of these financial statements.

Page 17


FAIRLIE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the financial year
(5,088,249)
(1,714,331)

ADJUSTMENTS FOR:

Depreciation of tangible assets
454,916
395,658

Profit on disposal of tangible assets
(5,186)
-

Interest paid
2,439,133
1,401,744

Interest received
(22,775)
(13,047)

Taxation charge
209,593
166,545

Decrease in stocks
130,350
-

(Increase)/decrease in debtors
(2,998,816)
2,280,666

(Decrease)/increase in creditors
(246,892)
117,389

Increase in provisions
3,421,469
-

Corporation tax received
77,005
2,234

Impairment of fixed assets
1,797,927
887,928

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

NET CASH GENERATED FROM OPERATING ACTIVITIES

168,475
3,468,057


CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of tangible fixed assets
(788,211)
(2,547,241)

Sale of tangible fixed assets
523,126
-

Sale of investment properties
-
419,539

Interest received
22,775
13,047

NET CASH USED IN INVESTING ACTIVITIES

(242,310)
(2,114,655)

CASH FLOWS FROM FINANCING ACTIVITIES

New secured loans
9,000,000
2,659,305

Repayment of loans
(7,353,541)
(1,689,864)

Repayment of other loans
(74,490)
-

Interest paid
(2,439,133)
(1,401,744)

NET CASH USED IN FINANCING ACTIVITIES
(867,164)
(432,303)

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(940,999)
921,099

Cash and cash equivalents at beginning of year
1,964,188
1,043,089

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
1,023,189
1,964,188


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
1,023,189
1,964,188

1,023,189
1,964,188

Page 18


FAIRLIE HOLDINGS LIMITED



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024




At 1 July 2023
Cash flows
At 30 June 2024
£

£

£

Cash at bank and in hand

1,964,188

(940,999)

1,023,189

Debt due after 1 year

(286,034)

(8,684,377)

(8,970,411)

Debt due within 1 year

(26,028,921)

7,119,744

(18,909,177)



(24,350,767)
(2,505,632)
(26,856,399)

The notes on pages 20 to 41 form part of these financial statements.

Page 19


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


GENERAL INFORMATION

Fairlie Holdings Limited is a limited liability company incorporated in England and Wales. The registered office is 2-6 Uffington Road, West Norwood, London, SE27 0RW.

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 20


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.3

GOING CONCERN

The Group has made a loss after tax for the year of £5,088,244 (2023: loss of £1,714,331). This has been driven by the impact of the one-off costs from the 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 Group has also made a provision of £3,421,469 in respect of historic VAT liabilities identified in the year. 
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 has become profitable on a monthly basis during 2024-25 and that the group has returned to an overall profit in the year to 30 June 2025.
The Fairlie Holdings Limited Group (“the Group”) has two distinct and separate funding groups, one of which has borrowings from Cynergy Bank Limited (“the Cynergy borrowing group”) and the other which has borrowings from Triodos (“the Triodos borrowing group”).  As disclosed in Note 21, cross guarantees exist amongst the members of the Triodos and Cynergy borrowing groups.  
At the balance sheet date and subsequently the Cynergy borrowing group funding facilities’ financial covenants are being met.
At the balance sheet date the Triodos borrowing group funding facilities’ financial covenants were not being met on facilities totalling £17,647,380. Additionally, the component of the Triodos facility attaching to Abercorn Property Limited, a subsidiary company, for £1,319,796 was due for repayment during 2024, this repayment was not made, and the facility has been extended to 31 December 2025. 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.
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 parent 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 also consider that current trading in 2025 is generating sufficient cash flows to allow the settlement of the provision for historic VAT liabilities, when they crystallise, within existing facilities and without undermining future compliance with covenants.
The directors therefore consider that it is appropriate to prepare the group accounts on a going concern basis.
 
Page 21


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.3
GOING CONCERN (CONTINUED)

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 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 22


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

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

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 23


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.10
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.

 
2.11

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.

 
2.12

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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.

 
2.14

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.

Page 24


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.15

CASH AND CASH EQUIVALENTS

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

 
2.16

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.

 
2.17

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.

 
2.18

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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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 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.
Page 25


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.18
FINANCIAL INSTRUMENTS (CONTINUED)


Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

 
2.19

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 26


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

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.
Other provisions relate to historic VAT liabilities arising from recharges. Management have assessed the relevant legislation, sought professional advice and reviewed impacted transactions. Accordingly the provision of £3,421,469 represents management's best estimate of the liability based on available information at the date of approval of these accounts. However, the final settlement may differ to this amount due to the complexities of the VAT technical position and the potential assessment of any penalties and interests. 
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. An impairment charge of £1,797,927 has been identified in the year for assets under construction.
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 of the provision of care services.

All turnover arose within the United Kingdom.

Page 27


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

5.


OPERATING LOSS

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
498,294
395,658

Other operating lease rentals
77,119
41,281

Impairment of freehold property (note 12)
1,797,927
887,928

Provision for VAT liabilities (note 12)
3,093,915
-


6.


AUDITORS' REMUNERATION

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
130,000
50,000

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

Taxation compliance services
15,000
7,700

All other services
20,000
5,500


7.


EMPLOYEES

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


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
15,106,397
12,523,521
624,806
618,969

Social security costs
1,336,175
1,174,869
63,362
70,201

Cost of defined contribution scheme
567,170
454,203
46,486
43,978

17,009,742
14,152,593
734,654
733,148


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Nursing and care staff
479
416
-
-



Management
9
9
9
9

488
425
9
9

Page 28


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

8.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
252,600
279,690

Group contributions to defined contribution pension schemes
28,833
30,333

281,433
310,023


During the year retirement benefits were accruing to 1 director (2023: 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £170,600 (2023: £188,782).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023: £NIL).


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
2,141,757
1,375,301

Other loan interest payable
40,805
26,443

Other interest payable
256,571
-

2,439,133
1,401,744

Page 29


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


TAXATION


2024
2023
£
£

CORPORATION TAX


Adjustments in respect of previous periods
4,539
178,187


4,539
178,187


TOTAL CURRENT TAX
4,539
178,187

DEFERRED TAX


Origination and reversal of timing differences
199,112
8,772

Changes to tax rates
5,942
(21,414)

TOTAL DEFERRED TAX
205,054
(12,642)


TAX ON LOSS
209,593
165,545

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 20.5%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(4,878,656)
(1,548,786)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 20.5%)
(1,219,664)
(317,501)

EFFECTS OF:


Expenses not deductible for tax purposes
1,379,121
197,260

Capital allowances for year in excess of depreciation
65,480
33,725

Adjustments to tax charge in respect of prior periods
-
178,187

Short-term timing difference leading to an increase (decrease) in taxation
4,579
(5,790)

Capital gains
-
11,627

Remeasurement of deferred tax for changes in tax rates
5,942
(37,858)

Deferred tax not recognised
(25,865)
105,895

TOTAL TAX CHARGE FOR THE YEAR
209,593
165,545


Page 30


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
10.TAXATION (CONTINUED)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There are no factors that may affect future tax charges.


11.


DIVIDENDS

2024
2023
£
£


Dividends on ordinary shares
183,209
398,859

183,209
398,859

Dividends of £183,209 in 2024 and £398,859 in 2023 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.


12.


EXCEPTIONAL ITEMS

2024
2023
£
£


Impairment of freehold property and associated costs
1,797,927
887,928

Provision for historic VAT liabilities, penalties and interest
3,093,915
-

4,891,842
887,928

Impairment of freehold property arose from the insolvency of the principal contractor the effects of which have spanned two financial years and were fully measurable when a final valuation of the affected property was determined at the end of the contract during 2023/24.


13.


PARENT COMPANY LOSS 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 £1,724,414 (2023: loss £361,492).

Page 31


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


TANGIBLE FIXED ASSETS

Group






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

£
£
£
£
£



COST OR VALUATION


At 1 July 2023
28,678,000
116,285
981,278
5,706,928
35,482,491


Additions
-
59,276
91,008
637,927
788,211


Disposals
(706,000)
-
-
-
(706,000)


Transfers between classes
6,344,855
-
-
(6,344,855)
-



At 30 June 2024

34,316,855
175,561
1,072,286
-
35,564,702



DEPRECIATION


At 1 July 2023
1,908,860
91,973
794,038
706,928
3,501,799


Charge for the year on owned assets
334,561
22,368
98,381
-
455,310


Disposals
(188,060)
-
-
-
(188,060)


Transfers between classes
2,504,855
-
-
(2,504,855)
-


Impairment charge
-
-
-
1,797,927
1,797,927



At 30 June 2024

4,560,216
114,341
892,419
-
5,566,976



NET BOOK VALUE



At 30 June 2024
29,756,639
61,220
179,867
-
29,997,726



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

Page 32


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           14.TANGIBLE FIXED ASSETS (CONTINUED)


Company






Freehold property
Assets under construction
Total

£
£
£

COST OR VALUATION


At 1 July 2023
2,101,000
5,706,928
7,807,928


Additions
-
637,927
637,927


Disposals
(706,000)
-
(706,000)


Transfers between classes
6,344,855
(6,344,855)
-



At 30 June 2024

7,739,855
-
7,739,855



DEPRECIATION


At 1 July 2023
388,765
706,928
1,095,693


Charge for the year on owned assets
23,760
-
23,760


Disposals
(188,060)
-
(188,060)


Transfers between classes
2,504,855
(2,504,855)
-


Impairment charge
-
1,797,927
1,797,927



At 30 June 2024

2,729,320
-
2,729,320



NET BOOK VALUE



At 30 June 2024
5,010,535
-
5,010,535



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






Page 33


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


FIXED ASSET INVESTMENTS

Group





Other fixed asset investments

£



COST OR VALUATION


At 1 July 2023
215,000



At 30 June 2024
215,000






NET BOOK VALUE



At 30 June 2024
215,000



At 30 June 2023
215,000

Company





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



COST OR VALUATION


At 1 July 2023
102,002
215,000
317,002



At 30 June 2024
102,002
215,000
317,002






NET BOOK VALUE



At 30 June 2024
102,002
215,000
317,002



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


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%

Page 34


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

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%


16.


STOCKS

Group
Group
2024
2023
£
£

Consumables
-
130,350

-
130,350



17.


DEBTORS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
1,240,156
458,506
-
-

Amounts owed by group undertakings
-
-
6,945,200
6,684,050

Other debtors
2,972,944
2,328,307
2,833,412
2,190,901

Prepayments and accrued income
2,348,275
969,561
114,314
116,970

6,561,375
3,756,374
9,892,926
8,991,921


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 £1,944,646 (2023: £1,509,376) due from a connected company which is repayable on demand. However, the directors do not expect to demand repayment within one year.


18.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,023,189
1,964,188
15,721
3,848

1,023,189
1,964,188
15,721
3,848


Page 35


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

19.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
17,777,622
25,871,621
-
815,128

Other loans
263,438
152,547
-
-

Trade creditors
860,301
1,176,061
144,376
4,193

Amounts owed to group undertakings
-
-
16,718,909
15,881,586

Corporation tax
190,438
108,894
190,438
108,894

Other taxation and social security
1,173,452
1,827,165
-
-

Other creditors
559,780
429,391
8,417
5,270

Accruals and deferred income
4,376,978
3,784,786
27,959
15,927

25,202,009
33,350,465
17,090,099
16,830,998


See note 21 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. 


20.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
9,729,458
-
859,700
-

Other loans
100,653
286,034
-
-

9,830,111
286,034
859,700
-


See note 21 for details of loan securities.

Page 36


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

21.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
17,777,622
25,871,621
-
815,128

Other loans
263,438
152,547
-
-


18,041,060
26,024,168
-
815,128

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
291,832
-
-
-

Other loans
100,653
178,824
-
-


392,485
178,824
-
-

AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
369,423
-
-
-

Other loans
-
107,210
-
-


369,423
107,210
-
-

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Bank loans
9,068,203
-
859,700
-

27,871,171
26,310,202
859,700
815,128


Page 37


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
21.LOANS (CONTINUED)

A bank loan of £9,000,000 (2023: £7,214,947) 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 Cynergy Bank. The loan bears interest at 2.85% over the Bank of England base rate and is repayable by installments over 25 years.
Bank loans of £11,381,168 (2023: £11,414,543) 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 £4,946,416 (2023: £5,098,525) 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 £1,319,796 (2023: £1,328,478) 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 £859,700 is secured by a fixed charge over certain freehold property in Fairlie Holdings in favour of Keystone Property Finance. The loan is interest only and repayable after 25 years. This replaced a short-term bridging loan, which had an outstanding balance of £815,128 at 30 June 2023.
Other loans totalling £364,091 (2023: £438,581) from Funding Circle are unsecured and repayable by instalments by December 2025. 


22.


DEFERRED TAXATION


Group



2024
2023


£

£






At beginning of year
(290,860)
(303,502)


Charged to profit or loss
(199,821)
12,642


Utilised in year
(5,233)
-



AT END OF YEAR
(495,914)
(290,860)

Page 38


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
22.DEFERRED TAXATION (CONTINUED)

Company


2024
2023






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

Group
Group
2024
2023
£
£

Accelerated capital allowances
(721,171)
(365,933)

Tax losses carried forward
203,150
74,725

Short term timing differences
22,107
348

(495,914)
(290,860)


23.


PROVISIONS


Group



Other provision 1

£





Charged to profit or loss
3,421,469



AT 30 JUNE 2024
3,421,469

The provision charged to the profit and loss account in the year is in respect of historic VAT liabilities arising in Group companies. The directors have sought professional advice to assess the potential scale of the future liability and are taking further detailed advice to enable discussions with HMRC.


24.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



6,719,778 (2023: 6,719,780) Ordinary shares of £0.10 each
671,978
671,978



25.


RESERVES

Profit and loss account

This includes all current and prior period retained profits and losses.

Page 39


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

26.


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 £551,264 (2023: £454,203). Contributions totalling £88,425 (2023: £77,597) were payable to the fund at the reporting date.


27.


COMMITMENTS UNDER OPERATING LEASES

At 30 June 2024 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
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
13,394
116,218
10,600
104,158

Later than 1 year and not later than 5 years
40,310
99,504
-
94,479

53,704
215,722
10,600
198,637


28.


TRANSACTIONS WITH DIRECTORS

The directors owed the Group £233,905 (2023: £172,546) at the year end date. These balances are unsecured and relate to drawings made from the business. The maximum cumulative overdrawn balance in the year was £662,273 (2023: £591,768). Interest was charged at the HMRC official rate. Directors received dividends of £175,881 in the year.

Page 40


FAIRLIE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

29.


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.


2024
2023
£
£

Amounts owed by group directors
233,905
172,546
Amounts owed by group directors close family members
330,356
323,086
Amounts owed by companies under common control
1,944,646
1,509,376
Amounts owed by companies connected by significant common shareholder
46,603
46,603

Where amounts are owed by group directors 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. Transactions with companies under common control totalling £435,270 were in respect of cash flow funding for those companies.
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 £598,399 (2023: £638,423).


30.


CONTROLLING PARTY

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

 
Page 41