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Registered number: 09494396
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WOODSTOWN HOUSE PROPERTY LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2024
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WOODSTOWN HOUSE PROPERTY LIMITED
REGISTERED NUMBER:09494396
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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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:
The notes on pages 2 to 10 form part of these financial statements.
Page 1
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Woodstown House Property Limited is a limited liability company incorporated in England. The registered office is 2-6 Uffington Road, West Norwood, London, SE27 0RW
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
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FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS
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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 2024 and these financial statements may be obtained from Companies House.
Page 2
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.ACCOUNTING POLICIES (continued)
The company has made a loss in the year of £189,446 (2023: 139,475) and has a deficit in shareholder's funds of £1,150,654(2023: £961,208). 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 Cynergy Bank Limited (“the Cynergy borrowing group”) and the other which has borrowings from Triodos (“the Triodos borrowing group”). As disclosed in Notes 8 & 10, the company is part of the Triodos borrowing group and cross guarantees exist amongst the members of the Triodos borrowing group on facilities totalling £17,647,380.
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.
The directors are in discussions with Triodos regarding this breach 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 Cynergy 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.
Based on financial performance to date and forecasts, the directors are satisfied that the Company and other companies in the Cynergy 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 £5,674,959 (2023: £5,148,123) will not be sought for repayment for at least 12 months from the approval of the financial statements.
The group has also made a provision that stands at £3,421,469 in respect of historic VAT liabilities identified in the year in fellow group companies. The directors consider that current group trading in 2025 is generating sufficient cash flows to allow the settlement of the provision for historic VAT
Page 3
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.ACCOUNTING POLICIES (continued)
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GOING CONCERN (CONTINUED)
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liabilities, when it crystallises, within existing facilities and without undermining future compliance with covenants which this company is subject to as outlined above.
The directors therefore consider that the group is able to provide the support required for the company to continue to operate for a period of at least 12 months from the approval of the accounts and therefore it is appropriate to prepare the accounts on a going concern basis.
If the group were unable to obtain adequate funding, it would not be able to continue trading and adjustments would have to be made to reduce the assets to their realisable amount and to provide for any further liabilities
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.
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:
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20-25% straight line when brought into use
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Page 4
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.ACCOUNTING POLICIES (continued)
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.
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.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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PROVISIONS FOR LIABILITIES
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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.
Page 5
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.ACCOUNTING POLICIES (continued)
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CURRENT AND DEFERRED TAXATION
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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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.
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The average monthly number of employees, including directors, during the year was 2 (2023: 2).
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Page 6
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 7
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Accruals and deferred income
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For information regarding bank loans, see note 8.
Amounts owed to group undertakings are interest free and due on demand.
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Analysis of the maturity of loans is given below:
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AMOUNTS FALLING DUE WITHIN ONE YEAR
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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.
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Page 8
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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ALLOTTED, CALLED UP AND FULLY PAID
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1 (2023: 1) Ordinary share of £1.00
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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 £17,647,380 (2023: £17,841,536).
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RELATED PARTY TRANSACTIONS
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The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 from the requirement to disclose transactions with group companies.
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ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY
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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 2-6 Uffington Road, West Norwood, London, SE27 0RW.
The ultimate controlling party is J Whelan by virtue of his majority shareholding in Fairlie Holdings Limited.
Page 9
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WOODSTOWN HOUSE PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The auditors' report on the financial statements for the year ended 30 June 2024 was unqualified.
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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 2024. Whilst the directors are confident of a successful outcome to ongoing negotiations with the bank, no formal waiver of enforcement action as a result of this breach has been obtained by the directors.
As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.
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 company's ability to continue to adopt the going concern basis of accounting included all matters referred to in note 2.3.
Our opinion is not modified in respect of this matter.
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The audit report was signed on 28 July 2025 by Nathan Coughlin FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.
Page 10
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