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Registered number: 07281576
















FAIRLIE HEALTHCARE LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024


































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FAIRLIE HEALTHCARE LIMITED

 
COMPANY INFORMATION


DIRECTORS
J Clarke (resigned 11 November 2024)
A Norman 




REGISTERED NUMBER
07281576



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 HEALTHCARE LIMITED


CONTENTS



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 4
Directors' Responsibilities Statement
 
 
5
Independent Auditors' Report
 
 
6 - 10
Statement of Comprehensive Income
 
 
11
Statement of Financial Position
 
 
12
Statement of Changes in Equity
 
 
13
Notes to the Financial Statements
 
 
14 - 28



FAIRLIE HEALTHCARE LIMITED

 
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 £11.5 million from £11.2 million in the year to June 2024. Gross profit also rose to £11.0 million, compared with £10.8 million in 2023.
Fairlie Healthcare delivered an EBITDARM of £2.5 million in FY24, compared to EBITDARM of £2.1 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 £1.2 million in FY23 to £0.4 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, ensuring consistent leadership and support at every level of the organisation.
 
Underlying Operating Profit
£1,393,329
Historic VAT provision
£2,460,314
Operating Loss
-£1,066,985

The company delivered a strong underlying operating profit of £1.39 million in FY24, demonstrating the resilience and strength of its core operations. This result was achieved before recognising exceptional, non-recurring charges of £2.5 million in relation to an increase in a historic VAT provision, which contributed to a reported operating loss of £1.07 million (compared to profit of  £1.09 million in the prior year). 
Wage costs increased during the period, reflecting strategic investment in the workforce and we 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
-£1,220,938
Historic VAT provision
£2,460,314
Underlying Profit Before Tax
£1,239,376

Fairlie Healthcare generated an underlying profit before tax of £1.24 million in FY24, a notable improvement from the prior year of £1.06 million. This reflects the strength of the company’s core operations, after adjusting for exceptional items. Reported pre-tax losses of £1.22 million (2023: £1.06 million profit) 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 company has maintained operational profitability, highlighting the effectiveness of its strategic and financial management during the year.
Whilst the care home continues to trade profitably and in a cash generative manner, the directors recognise that there is the need to complete a group wide refinancing exercise with their lenders. The group is in breach of loan covenants in relation to £17.7m of loans from Triodos to which this company is connected via intercompany debt as described in note 2.3. The outcome of ongoing discussions is expected to be positive, but no conclusion has yet been reached, which represents a risk for the company. 

Page 1


FAIRLIE HEALTHCARE LIMITED


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

PRINCIPAL RISKS AND UNCERTAINTIES
 
The management of the business and execution of the company’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.
To further strengthen the company’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 company’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 company’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 occupancy rates in the available 45 beds space – this was at 92% for the year (94% in the previous year). The directors consider that recent performance is currently a near optimal performance when turnaround time is considered.


This report was approved by the board on 25 July 2025 and signed on its behalf.



A Norman
Director

Page 2


FAIRLIE HEALTHCARE 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.

PRINCIPAL ACTIVITY

The principal activity of the company during the year was that of a nursing home.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £1,567,916 (2023: profit £889,725).

DIRECTORS

The directors who served during the year were:

J Clarke (resigned 11 November 2024)
A Norman 

FUTURE DEVELOPMENTS

The Company 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.

MATTERS COVERED IN THE STRATEGIC REPORT

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Reports 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'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's auditors are aware of that information.

Page 3


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






A Norman
Director

Date: 25 July 2025

2-6 Uffington Road
West Norwood
London
SE27 0RW

Page 4


FAIRLIE HEALTHCARE LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

The directors are responsible for preparing the Strategic Report, the Directors' Report and the 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 of the profit or loss of the company for that period.

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

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

make judgements and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5


FAIRLIE HEALTHCARE LIMITED

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


We have audited the financial statements of Fairlie Healthcare Limited (the 'company') for the year ended 30 June 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its 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 company 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 £2.8 million. Whilst professional advice and guidance has been obtained by the Company 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.
Our opinion is not modified in respect of this matter.


Page 6


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

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 in the financial statements, which indicates that bank facilities held in fellow subsidiaries were in breach of a financial covenant 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. The company holds intercompany debtors and creditors with these subsidiaries and the ultimate parent company, which is a necessary part of the company’s working capital. In the event of default these balances may become payable or irrecoverable. In addition, the company has provided for significant historic VAT liabilities of £2,787,868. Whilst the directors 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 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 company'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 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 Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 7


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

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 5, 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 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 company or to cease operations, or have no realistic alternative but to do so.


Page 8


FAIRLIE HEALTHCARE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRLIE HEALTHCARE 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 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 Company; and
Any matters we identified having obtained and reviewed the 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 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 Company’s ability to operate or avoid a material penalty. These included the provisions pertaining to the employment of overseas workers, safeguarding regulations, health and safety regulations; employment legislation; and data protection laws.
Our audit procedures performed to respond to the risks identified included, but were not limited to:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Identifying and testing journal entries, evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud; and
Challenging assumptions and judgements made by management in their significant accounting estimates.

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


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

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


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


USE OF OUR REPORT
 

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






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 10


FAIRLIE HEALTHCARE LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
11,553,015
11,247,046

Cost of sales
  
(517,285)
(435,619)

Gross profit
  
11,035,730
10,811,427

Administrative expenses
  
(9,642,401)
(9,719,885)

Exceptional administrative expenses
  
(2,460,314)
-

Operating (loss)/profit
 5 
(1,066,985)
1,091,542

Interest payable and similar expenses
 9 
(153,953)
(26,443)

(Loss)/profit before tax
  
(1,220,938)
1,065,099

Tax on (loss)/profit
 10 
(346,978)
(175,374)

(Loss)/profit for the financial year
  
(1,567,916)
889,725

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 28 form part of these financial statements.

Page 11


FAIRLIE HEALTHCARE LIMITED
REGISTERED NUMBER:07281576

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
86,699
89,258

  
86,699
89,258

Current assets
  

Stocks
 14 
-
95,350

Debtors: amounts falling due within one year
 15 
13,704,969
11,894,423

Cash at bank and in hand
 16 
565,659
1,424,636

  
14,270,628
13,414,409

Creditors: amounts falling due within one year
 17 
(10,309,996)
(10,554,225)

Net current assets
  
 
 
3,960,632
 
 
2,860,184

Total assets less current liabilities
  
4,047,331
2,949,442

Creditors: amounts falling due after more than one year
 18 
(70,503)
(195,762)

Provisions for liabilities
  

Deferred tax
 20 
(3,196)
-

Other provisions
 21 
(2,787,868)
-

  
 
 
(2,791,064)
 
 
-

Net assets
  
1,185,764
2,753,680


Capital and reserves
  

Called up share capital 
 22 
1,000
1,000

Profit and loss account
 23 
1,184,764
2,752,680

  
1,185,764
2,753,680


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





A Norman
Director

Date: 25 July 2025

Page 12


FAIRLIE HEALTHCARE LIMITED


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 (as previously stated)
1,000
3,476,551
3,477,551

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


At 1 July 2022 (as restated)
1,000
3,362,955
3,363,955



Profit for the year
-
889,725
889,725

Dividends: Equity capital
-
(1,500,000)
(1,500,000)


At 1 July 2023
1,000
2,752,680
2,753,680



Loss for the year
-
(1,567,916)
(1,567,916)


At 30 June 2024
1,000
1,184,764
1,185,764


The notes on pages 14 to 28 form part of these financial statements.

Page 13


FAIRLIE HEALTHCARE LIMITED

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

1.


GENERAL INFORMATION

Fairlie Healthcare 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 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 management to exercise judgement 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 14


FAIRLIE HEALTHCARE LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The revenue streams for the company 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 company continues to provide a high-quality provision for its patients to secure its revenue streams. The company has also made a provision that stands at £2,787,868 in respect of historic VAT liabilities identified in the year. 
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, at the year end, 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 23, the company is part of the Cynergy borrowing group and cross guarantees exist amongst the members of the Cynergy borrowing group.  
At the balance sheet date and subsequently the Cynergy borrowing group funding facilities’ financial covenants are being met. 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 these debt facilities.
At the balance sheet date the Company has balances totalling £12,495,080 fellow subsidiaries which are members of the Triodos borrowing group. The Company does not intend to seek repayment of these balances in the short or medium term.   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. At the balance sheet date, the company has balances totalling £6,848,584 due to fellow subsidiaries which are members of the Triodos borrowing group.

At the balance sheet date, the Triodos facilities totalling £17,647,380 were in default due to a year end financial covenant not being achieved.  Notwithstanding this breach, based on financial performance to date and forecasts, the directors of the companies in the Triodos Borrowing group believe that those companies will comply with future requirements of the Triodos banking facilities and that they will have sufficient resources to meet future covenant, debt finance service and working capital requirements. 
Whilst the directors believe that Triodos will continue to be supportive of the Group, Triodos has  issued a reservation of rights letter and also conducted an independent review of likely future trading performance of companies in the Triodos borrowing group.  Whilst the directors consider the outcome to be positive, it is uncertain what further action may be taken by Triodos.
Should Triodos not continue to support the group, the directors believe that it will be possible to secure alternative sources of funding.  However, this is uncertain.
If companies in the Triodos borrowing group were unsuccessful in securing ongoing facilities, from Triodos or an alternative funder, and were to seek immediate repayment of the intercompany balances payable by the Company, the Company would need to seek additional sources of funding.  It is uncertain as to whether such funding would be available.  The recoverability of balances due from members of the Triodos borrowing group would also become uncertain.
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 both in the company and wider group, when it crystallises, within existing facilities and without undermining future compliance with covenants.
The directors are confident that such funding can be secured and therefore consider that it is appropriate to prepare the group accounts on a going concern basis.
If the group were unable to obtain adequate funding, it would not be able to continue trading and
Page 15


FAIRLIE HEALTHCARE LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.3
GOING CONCERN (CONTINUED)

adjustments would have to be made to reduce the assets to their realisable amount and to provide for any further liabilities

 
2.4

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover 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 turnover can be measured reliably;
it is probable that the company 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

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 16


FAIRLIE HEALTHCARE LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.5
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:

Plant and machinery
-
25%
straight line
Motor vehicles
-
25%
straight line
Fixtures and fittings
-
25%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.6

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and 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.

 
2.7

DEBTORS

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

 
2.8

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.

 
2.9

FINANCIAL INSTRUMENTS

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other 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 company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Page 17


FAIRLIE HEALTHCARE LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.9
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 company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

 
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.

 
2.11

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.

 
2.12

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.

Page 18


FAIRLIE HEALTHCARE LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.13

OPERATING LEASES: THE COMPANY AS LESSEE

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

 
2.14

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company 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 company in independently administered funds.

 
2.15

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 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.


 
2.16

EXCEPTIONAL ITEMS

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

Page 19


FAIRLIE HEALTHCARE LIMITED

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

3.


ESTIMATES IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF UNCERTAINTY

Preparation of the financial statements requires management to make significant judgements and estimates where required.
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 £2,787,868 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 penalties and interest.


4.


TURNOVER

The whole of the turnover is attributable to the principal activity of the company.

All turnover arose within the United Kingdom.


5.


OPERATING (LOSS)/PROFIT

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

2024
2023
£
£

Other operating lease rentals
590,692
600,231

Provision for VAT liabilities
2,460,314
-


6.


AUDITORS' REMUNERATION

During the year, the company obtained the following services from the company's auditors:


2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
14,000
13,500

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

Page 20


FAIRLIE HEALTHCARE LIMITED

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

7.


EMPLOYEES

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


2024
2023
£
£

Wages and salaries
6,400,515
6,112,454

Social security costs
517,801
601,334

Cost of defined contribution scheme
260,281
246,166

7,178,597
6,959,954


Amounts included in the note above excludes costs associated with the VAT provision which, in part, relates to the recharge of employee costs.

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


        2024
        2023
            No.
            No.







Nursing and care staff
214
212



Directors
2
2

216
214


8.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
232,475
142,509

Company contributions to defined contribution pension schemes
26,686
24,633

259,161
167,142


During the year retirement benefits were accruing to 2 directors (2023: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £141,486 (2023: £142,509).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,302 (2023: £15,983).

Page 21


FAIRLIE HEALTHCARE LIMITED

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

9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Other loan interest payable
40,805
26,443

Other interest payable
113,148
-

153,953
26,443


10.


TAXATION


2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
339,853
-

Adjustments in respect of previous periods
-
178,187


339,853
178,187


TOTAL CURRENT TAX
339,853
178,187

DEFERRED TAX


Origination and reversal of timing differences
7,125
(2,813)

TOTAL DEFERRED TAX
7,125
(2,813)


Tax on (loss)/profit
346,978
175,374
Page 22


FAIRLIE HEALTHCARE LIMITED

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


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is the same as (2023: the same as) the standard rate of corporation tax in the UK of 25% (2023: 20.5%) as set out below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(1,220,938)
1,065,099


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 20.5%)
(305,235)
218,302

EFFECTS OF:


Expenses not deductible for tax purposes
652,212
763

Capital allowances for year in excess of depreciation
-
(468)

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

Remeasurement of deferred tax for changes in tax rates
-
(5,583)

Group relief
(339,852)
(215,827)

Payment for group relief
339,853
-

TOTAL TAX CHARGE FOR THE YEAR
346,978
175,374


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.


11.


DIVIDENDS

2024
2023
£
£


Dividends paid
-
1,500,000

-
1,500,000


12.


EXCEPTIONAL ITEMS

2024
2023
£
£


Provision for historic VAT liabilities (see note 21)
2,460,314
-

2,460,314
-

Page 23


FAIRLIE HEALTHCARE LIMITED

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

13.


TANGIBLE FIXED ASSETS





Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



COST OR VALUATION


At 1 July 2023
77,060
12,830
433,521
523,411


Additions
8,882
-
36,337
45,219



At 30 June 2024

85,942
12,830
469,858
568,630



DEPRECIATION


At 1 July 2023
52,748
12,830
368,575
434,153


Charge for the year on owned assets
13,969
-
33,809
47,778



At 30 June 2024

66,717
12,830
402,384
481,931



NET BOOK VALUE



At 30 June 2024
19,225
-
67,474
86,699



At 30 June 2023
24,312
-
64,946
89,258


14.


STOCKS

2024
2023
£
£

Consumables
-
95,350

-
95,350



15.


DEBTORS

2024
2023
£
£


Trade debtors
556,292
71,437

Amounts owed by group undertakings
12,263,603
11,297,375

Other debtors
76,928
95,075

Prepayments and accrued income
808,146
426,607

Deferred taxation
-
3,929

13,704,969
11,894,423


Page 24


FAIRLIE HEALTHCARE LIMITED

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

15.DEBTORS (CONTINUED)

Amounts owed by group undertakings are unsecured, repayable on demand and bear no interest. However, the directors do not expect to demand repayment within one year. 


16.


CASH AND CASH EQUIVALENTS

2024
2023
£
£

Cash at bank and in hand
565,659
1,424,636

565,659
1,424,636



17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Other loans
125,259
106,853

Trade creditors
521,151
624,440

Amounts owed to group undertakings
6,956,960
5,817,089

Other taxation and social security
308,556
1,319,189

Other creditors
272,906
385,975

Accruals and deferred income
2,125,164
2,300,679

10,309,996
10,554,225


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


18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024
2023
£
£

Other loans
70,503
195,762

70,503
195,762


Page 25


FAIRLIE HEALTHCARE LIMITED

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

19.


LOANS


Analysis of the maturity of loans is given below:


2024
2023
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Other loans
125,259
106,853


125,259
106,853

AMOUNTS FALLING DUE 1-2 YEARS

Other loans
70,503
125,259


70,503
125,259

AMOUNTS FALLING DUE 2-5 YEARS

Other loans
-
70,503


-
70,503


195,762
302,615


Loans totalling £195,762 from Funding Circle are unsecured and repayable by instalments by December 2025. 


20.


DEFERRED TAXATION




2024
2023


£

£






At beginning of year
3,929
1,116


Charged to profit or loss
(7,125)
2,813



AT END OF YEAR
(3,196)
3,929

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(14,001)
1,116

Short term timing differences
10,805
2,813

(3,196)
3,929

Page 26


FAIRLIE HEALTHCARE LIMITED

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

21.


PROVISIONS




Other provision

£





Charged to profit or loss
2,787,868



AT 30 JUNE 2024
2,787,868

The provision charged to the profit and loss account in the year is in respect of historic VAT liabilities. 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.


22.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1,000 (2023: 1,000) Ordinary shares of £1.00 each
1,000
1,000



23.


RESERVES

Profit and loss account

The profit and loss account includes all current and prior period retained profit and losses. All are considered distributable.


24.


CONTINGENT LIABILITIES

The company is subject to a fixed charge over its assets via a cross guarantee in favour of Cynergy Bank Limited with Fairlie Properties Limited, a fellow group company, on a loan totalling £9,143,239 (2023: £nil).
The previous charge in favour of Barclays Bank plc was discharged in the year.


25.


PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £238,472 (2023: £223,696). Contributions totalling £43,219 (2023: £42,778) were payable to the fund at the reporting date.

Page 27


FAIRLIE HEALTHCARE LIMITED

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

26.


COMMITMENTS UNDER OPERATING LEASES

At 30 June 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
580,000
580,000

580,000
580,000


27.


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. 
The company is owed £46,603 (2023: £46,603) included in other debtors by a company over which the controlling party has significant influence. The amount is interest free and repayable on demand.
Key management personnel
All individuals 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 and social security contributions) in respect of these individuals (including the directors) is £288,437 (2023: £291,251).


28.


ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The immediate and ultimate parent undertaking is Fairlie Holdings Limited, a company incorporated in the UK. The consolidated accounts are available from Companies House and the registered office of Fairlie Holdings Limited is Fairlie House, 2-6 Uffington Road, West Norwood, London, United Kingdom, SE27 0RW.
The ultimate controlling party is J Whelan by virtue of his majority shareholding in Fairlie Holdings Limited.

 
Page 28