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Registered number: 11424845
















ABERCORN PROPERTY LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2024


































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ABERCORN PROPERTY LIMITED
REGISTERED NUMBER:11424845

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Tangible assets
 5 
2,164,262
2,208,431

Investments
 6 
1
1

  
2,164,263
2,208,432

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 7 
21,226
27,923

  
21,226
27,923

Creditors: amounts falling due within one year
 8 
(2,756,128)
(2,657,352)

NET CURRENT LIABILITIES
  
 
 
(2,734,902)
 
 
(2,629,429)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
(570,639)
(420,997)

  

NET LIABILITIES
  
(570,639)
(420,997)


CAPITAL AND RESERVES
  

Called up share capital 
 10 
1
1

Profit and loss account
  
(570,640)
(420,998)

  
(570,639)
(420,997)


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: 





K Whelan
Director

Date: 25 July 2025

The notes on pages 2 to 9 form part of these financial statements.

Page 1


ABERCORN PROPERTY LIMITED

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

1.


GENERAL INFORMATION

Abercorn 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

 
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 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Fairlie Holdings Limited as at 30 June 2024 and these financial statements may be obtained from Companies House.

Page 2


ABERCORN PROPERTY LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The company has made a loss of £181,384 (2023: £86,031) and has a deficit in shareholder’s funds of £602,382 (2023: £420,998). The company owns freehold property which is awaiting development and is supported by a bank loan. Development of the property has been delayed subject to the completion of other capital projects in the group with no expected change in status within 12 months of the approval of the financial statements.
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 9 & 11, 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. 
The main cashflow for the company to service its debt and maintain the property comes from cash flows generated by fellow group companies. The company therefore ultimately continues to rely on funding provided by its parent, Fairlie Holdings Limited and fellow subsidiaries.
The trading performance of 92 Higher Drive Limited and Higher Drive Nursing Homes (Holdings) Limited (fellow subsidiaries and members of the Triodos borrowing group) are also the source of relevant financial covenant metrics attaching to the bank loan described in note 10 included within the Company. The Company is therefore reliant on the performance of these fellow subsidiaries to ensure its own compliance with banking covenants on secured debts.
At the balance sheet date the Triodos borrowing group funding facilities’ financial covenants were not being met. Furthermore, the component of the Triodos facility attaching to the company was due for repayment in 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 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.
Certain other companies within the Triodos borrowing group have also received funding from companies within the Cynergy borrowing group.  Companies within the Triodos borrowing group are dependent upon the continued availability of these balances, which is in turn dependent upon the companies within the Cynergy borrowing group continuing as going concerns.  The directors expect this to be the case.
The directors confirm that the amounts owed to group undertakings of £1,453,912 (2023: £1,328,874) will not be sought for repayment for at least 12 months from the approval of the financial statements.  However, should repayment of these balances be sought, the company would need to seek additional sources of funding.  The availability of such funding is uncertain.
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 liabilities, when it crystallises, within existing facilities and without undermining future compliance with covenants which this company is subject to as outlined above.
 
Page 3


ABERCORN PROPERTY LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.3
GOING CONCERN (CONTINUED)


The directors 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 Company or Group were unable to obtain adequate funding, it would not be able to continue trading and adjustments would have to be made to reduce the assets to their realisable amount and to provide for any further liabilities.
 
 
2.4

FINANCE COSTS

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

 
2.5

BORROWING COSTS

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

 
2.6

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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


 
2.7

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.

Page 4


ABERCORN PROPERTY LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.7
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
-
2%
From the date such assets are brought into use
Freehold land
-
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.

 
2.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

DEBTORS

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

 
2.10

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.


3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgements and estimates, where required.
Freehold property held pending development into a specialist care home is held at a cost of £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.


EMPLOYEES

The average monthly number of employees, including directors, during the year was 2 (2023: 2).

Page 5


ABERCORN PROPERTY LIMITED

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

5.


TANGIBLE FIXED ASSETS





Freehold property

£



COST OR VALUATION


At 1 July 2023
2,208,431



At 30 June 2024

2,208,431



DEPRECIATION


Charge for the year on owned assets
44,169



At 30 June 2024

44,169



NET BOOK VALUE



At 30 June 2024
2,164,262



At 30 June 2023
2,208,431


6.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST OR VALUATION


At 1 July 2023
1



At 30 June 2024
1




Page 6


ABERCORN PROPERTY LIMITED

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

7.


DEBTORS

2024
2023
£
£


Amounts owed by group undertakings
14,161
-

Prepayments and accrued income
7,065
27,923

21,226
27,923



8.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Bank loans
1,319,796
1,328,478

Amounts owed to group undertakings
1,436,331
1,328,874

Other creditors
1
-

2,756,128
2,657,352


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


9.


LOANS


Analysis of the maturity of loans is given below:


2024
2023
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
1,319,796
1,328,478




1,319,796
1,328,478


Bank loans of £1,319,796 are secured by a fixed charge over the assets of the company, 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 20 year nominal amortisation period due for repayment in June 2024. As described in note 2.3, the scheduled repayment was not made and the facility has been extended post year end, to December 2025.

Page 7


ABERCORN PROPERTY LIMITED

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

10.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1 (2023: 1) Ordinary share of £1.00
1
1



11.


CONTINGENT LIABILITIES

The company is subject to a fixed charge over its assets in favour of Triodos Bank plc with 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 fellow group companies, on loans totalling £17,647,380 (2023: £17,841,546).


12.


RELATED PARTY TRANSACTIONS

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


13.


CONTROLLING PARTY

The immediate and ultimate parent undertaking is Fairlie Holdings Limited, a company incorporated in the UK. The consolidated accounts are available from Companies House and the registered office of Fairlie Holdings Limited 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 8


ABERCORN PROPERTY LIMITED

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

14.


AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 30 June 2024 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 3 in the financial statements concerning the £2.2 million carrying value of property held pending development into a specialist care home. The directors consider that the cashflows that such as 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.
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 these matters.

The audit report was signed on 28 July 2025 by Nathan Coughlin FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.

 
Page 9