Company Registration No. 11151734 (England and Wales)
FAIRCLOTH HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
FAIRCLOTH HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Darren Stephen Faircloth
David Stuart Faircloth
Company number
11151734
Registered office
The Old Library
Dudley Road
Tunbridge Wells
Kent
United Kingdom
TN1 1LE
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
United Kingdom
NW1 3ER
FAIRCLOTH HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 8
Independent auditor's report
9 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 38
FAIRCLOTH HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 1 -

The directors present the strategic report for the Group for the year ended 30 November 2024.

Review of the business

The Group has delivered a strong and resilient performance in 2024, marked by a substantial increase in turnover to £84.5 million, up from £55.1 million in 2023 – a rise of £29.4 million. This growth has been driven by successful client retention, the acquisition of new tenders, and the ability to negotiate contracts effectively – All achieved despite a highly competitive UK construction market and ongoing macroeconomic pressures, including inflation, interest rate volatility, and global supply chain disruptions influenced by geopolitical tensions such as the Russia-Ukraine conflict.

This performance reflects the Group’s ability to consistently deliver high-quality projects and maintain trusted relationships across the construction sector.

While the gross profit margin adjusted from 15.19% in 2023 to 11.34% in 2024, this change reflects a strategic decision to expand the Group's market share by securing a broader range of contracts, some at tighter margins, as part of a long-term growth plan. This proactive move has laid the foundation for securing future high-value projects and improving overall project capacity.

Importantly, despite a more competitive pricing environment, gross profit in absolute terms has increased, supported by strong turnover growth and enhanced cost control measures. These include ongoing refinements to pricing strategies and costing models, as well as robust project evaluation processes. The Group is now in a stronger position to scale its operations efficiently and maximise profitability going forward.

Overhead costs have increased marginally by £0.01 million during the period. This increase reflects short-term operational investments aimed at strengthening the Group’s capabilities. Management remains focused on reducing overheads through disciplined cost control, enhanced operational oversight, and the adoption of innovative working methods. These initiatives are part of a broader strategic commitment to improve efficiency and drive long-term value, ensuring that resources are directed towards areas that generate the greatest return. The Group continues to prioritise performance improvements through smarter structures and ongoing investment in people, processes, and digital infrastructure aligned to the needs of the construction industry.

These investments will enable the Group to bid for larger, more complex contracts with confidence and operational efficiency.

The Group’s financial stability continues to strengthen. Net current assets have increased by £4.5 million, rising to £14.3 million in 2024. Additionally, the cash balance has grown by £0.35 million, now standing at £7.3 million. These improvements reflect the Group’s disciplined working capital management and cash flow optimisation, ensuring their ability to fund new projects and absorb future growth.

In a year marked by global supply chain constraints, rising material costs, and inflationary pressures, the Group demonstrated adaptability by diversifying suppliers, adopting modern construction methods, and implementing innovative technologies, such as modular building solutions and enhanced project tracking systems. These steps not only helped mitigate cost volatility but also enhanced the speed and quality of project delivery.

The Group remains fully committed to the health and safety of all employees. A dedicated Health and Safety Manager oversees and continuously improves safety practices across all sites, ensuring compliance with industry standards and fostering a culture of safety-first.

The Group’s 2024 performance showcases strength, strategic foresight, and operational excellence in a challenging economic and industry environment. With a solid financial base, a forward-looking approach to project acquisition and execution, and a commitment to innovation, the Group is exceptionally well-positioned to drive sustainable growth and value creation in the years ahead.

FAIRCLOTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -
Principal risks and uncertainties

The Group has recognised inflation, the ongoing conflict in Ukraine, and escalating energy costs as major factors driving up expenses, which present substantial risks to its operations. To mitigate these risks, the Group has implemented a strategic plan that includes engaging in transparent and thoughtful discussions with clients to recover the increased costs over both short and long periods. Through these proactive measures, the Group is focused on preserving its financial resilience and ensuring the sustainability of its business operations.

 

Financial Risk

The Directors have identified that the Group’s financial risk is that of increased construction costs, inflation and energy costs, and the general economic turmoil in the aftermath of the Covid-19 pandemic, Brexit and the war in Ukraine.

 

Reputational Risk

The Directors are aware of the ongoing reputational risk to the Group arising from customer claims. The Group promptly responds to these claims and settles them when necessary. To mitigate the occurrence of future claims, the Group diligently records all claims and implements procedures aimed at prevention.

 

Economic Risk

The Group places a strong emphasis on cultivating close relationships with its key customers to identify early signs of potential financial difficulties. Regular reviews of sales trends in major markets provide insights that allow the Group to take proactive actions in the event of declining sales. By conducting regular contract reviews and fostering strong relationships with key customers, the Group minimizes the risk of disputes and ensures continued financial stability.

Development and performance

Safety and People

Safety remains a core priority for the Group, and all employees, including the Directors, are deeply committed to ensuring a safe working environment. Given the inherent hazards associated with the Group's activities, regular meetings of key management are held to monitor health, safety, and environmental aspects. Compliance reviews conducted by a trusted third party, combined with rigorous ongoing training for all staff, further reinforce the Group's commitment to maintaining high safety standards.

 

The Group recognises that its success hinges on a skilled and motivated executive team and workforce. To foster excellence, the Group places strong emphasis on providing comprehensive training and development opportunities. Investing in its team's growth and professional development is essential to sustaining the Group's continued success.

Key performance indicators

The Group's key financial performance indicators during the year were as follows:

 

Unit

2024

2023

Turnover

£

84,495,376

55,078,068

Gross profit

%

11.34

15.19

Administrative expenses

£

4,197,432

4,186,180

Profit before taxation

£

5,630,508

4,185,731

Net current assets

£

14,270,275

9,817,340

The directors believe there are no non-financial KPIs that are of strategic importance to the group.

FAIRCLOTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 3 -
Other information and explanations

Future developments

 

The Group’s future growth will be driven by its unwavering commitment to innovation, operational excellence, and environmental responsibility. With a focus on adopting cutting-edge technologies and modern construction practices, the Group is continuously evolving to meet the demands of a dynamic industry. It remains dedicated to enhancing workforce safety, ensuring seamless project execution, and consistently delivering high-quality, timely outcomes to its clients.

 

A significant part of this forward-looking strategy is the Group’s ongoing investment in research and development. Innovation in construction methods and techniques continues to be a core priority, with the Group actively exploring opportunities to improve energy efficiency, adopt new building materials, enhance project delivery timelines, and implement intelligent information modeling systems. These efforts are aimed at optimising processes and maintaining high safety and quality standards throughout the project lifecycle.

 

Sustainability is a core part of how the Group operates. The Group has already taken big steps to reduce its environmental impact by using green building methods and cutting down its carbon footprint. One of the major achievements was gaining ISO 14001 certification last year, showing the Group’s genuine commitment to protecting the environment and providing a safe, healthy place to work. Building on this progress, the Group is now investing in a new fleet of eco-friendly vehicles, further supporting its move towards cleaner and more sustainable transport across the business.

 

To support long-term growth and safeguard project delivery, the Group is actively mitigating supply chain risks. This includes diversifying its supplier base to create a more robust and resilient procurement process. By proactively managing supply chain vulnerabilities, the Group ensures continuity and reliability, providing a solid foundation for delivering future projects with confidence.

 

Overall, the Group’s proactive and strategic approach—centred on innovation, sustainability, and resilience—places it in a strong position to capitalise on new opportunities, navigate industry challenges, and deliver continued value for stakeholders in the years ahead.

FAIRCLOTH HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 4 -
Section 172 statement

 

The Directors of Faircloth Holdings Limited are fully aware of their statutory duties under Section 172 of the Companies Act 2006, which requires them to act in a way that they consider, in good faith, would most likely promote the success of the Group for the benefit of its members as a whole. In fulfilling this duty, the Directors take into account, where applicable, the likely long-term consequences of their decisions, the interests of the Group’s employees, the need to foster strong business relationships with suppliers, customers and others, and the impact of the Group’s operations on the community and the environment.

General confirmation of Directors’ duties:

In making decisions, the Directors of the Group ensure that they act in a manner they believe, in good faith, will best promote the success of the Group and its subsidiaries. The following considerations are made in that context:

 

 

Conclusion

 

The directors of Faircloth Holdings Limited believe that they have fulfilled their duties under Section 172 of the Companies Act 2006 during the financial year. Collectively, they remain committed to promoting the long-term success of the Group and its subsidiaries while continuing to consider the interests of all relevant stakeholders in their decision-making processes.

 

On behalf of the board

Darren Stephen Faircloth
Director
8 August 2025
FAIRCLOTH HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 5 -

The Directors present their annual report and financial statements of the Company and the Group for the year ended 30 November 2024.

Principal activities

The principal activity of the Company is of a holding company. The principal activities of its subsidiaries are as follows:

 

Faircloth Construction Limited – Construction of commercial buildings and related works.

 

Fox Holdings Sussex Limited – Hiring of equipment and a holding company.

Results and dividends

The results for the year after taxation are shown on the Statement of Comprehensive Income of the financial statements. Further commentary is given in the Strategic Report.

Ordinary dividends were paid amounting to £372,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Darren Stephen Faircloth
David Stuart Faircloth
Financial instruments
Objectives and Policies

The Group's principal financial instruments comprise of debtors, creditors and bank balances. The main purpose of its financial instrument is to finance the Group's operations.

 

The financial risk management objectives & policies and information on exposure to various risks are described in detail in Principal risks and uncertainties section in the Strategic Report.

Price risk, credit risk, liquidity risk and cash flow risk.

The most significant risk identified by the Group is an increase in costs as a result of inflation, the Ukrainian war, and rising energy costs. To reduce risk, a deliberate and controlled negotiation with Clients was carried out to recover increased costs in the short and long term.

 

In respect of bank balances, the liquidity risk is managed by managing working capital between payment to suppliers and receipts from debtors. Funds are maintained to maximise cash whilst not impacting on the immediate financial needs of the Group.

 

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

 

Liquidity risk in respect of creditors is managed by ensuring sufficient funds are available to meet amounts due.

Statement of engagement with suppliers, customers, and others in a business relationship with the Group

The Group's strengths, credit, and relationships with suppliers and subcontractors are all growing. In negotiating ongoing and future contracts, the Directors continue to prioritise customer relationships. The Directors' primary responsibilities include the interests of all employees, their health and safety, workplace safety, and well-being.This is described in detail in Section 172 statement section in the Strategic Report.

 

FAIRCLOTH HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 6 -
Post reporting date events

As part of the group restructuring, one of the subsidiary companies, Fox Holding Sussex Limited, was dissolved on 13 May 2025.

Future developments

Future developments are described in detail in Future developments section in the Strategic Report.

Streamlined Energy and Carbon Reporting

 

During the year the Group engaged with a RICS regulated property energy consultancy firm to prepare a report for the Company’s SECR reporting requirements. Base data was provided to the consultancy firm and Defra (2024) Conversion Factors were used in line with Environmental Reporting Guidelines (2019) to calculate the Group's energy usage. Gas usage data was collated from invoices totalling 41,248.10 KwH and the 2024 Defra conversion factor used (0.18449kgCO2e/kWh) for natural gas supplied by the UK grid. Electricity usage data was collated for all sites from invoices, which totalled 23,543.10 KwH and the 2024 Defra conversion factor used (0.20705 kgCO2e/ kWh). Business mileage from Group and employee-owned vehicles over the year was provided to the consultancy firm in the form of a data requirements spreadsheet (business mileage – Group pool car and employee car sheets). Carbon emissions were calculated from ‘litres used’ data. Defra 2024 conversion for “Diesel (average biofuel blend)” is 2.51279 kgCO2e /litre and there are 10.70665 kWh/litre. Defra 2024 conversion for “Petrol (average fuel blend)” is 2.51279 kgCO2e /litre and there are 9.515 kWh/litre. Other fuels were collected through supplier invoices. Group continued to avoid use of red diesel and kerosine and instead opted to utilise White Diesel, which has a lower carbon factor per litre of consumption. It can also be attributed to more careful and sustainable use of fuels by staff, following extensive training and implementation of stricter internal environmental policy. Defra 2024 conversion for “Diesel (average biofuel blend)” is 2.51279 kgCO2e /litre and there are 10.70665 kWh/litre.

A substantial proportion of our emissions are generated from road travel. As there are projects across the Southeast and beyond, van sharing is promoted/encouraged. When practical, overnight accommodation is provided. Driver awareness training is provided to encourage safer, more efficient driving. The Group has deployed the latest EURO 6 vehicles with start-stop fuel saving. We promote environmental awareness, including information posters on all sites. All welfare units on site have PIR controlled heating systems to reduce energy usage, and all machinery is regularly serviced to maintain maximum efficiency.

Emissions are analysed as follows:

 

 

 

FAIRCLOTH HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 7 -
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
41,248
64,996
- Fuel consumed for transport
4,300,971
3,337,182
- Electricity purchased
23,543
4,916
4,365,762
3,407,094
2024
2023
Emissions of CO2 equivalent
kgCO2e
kgCO2e
Scope 1 - direct emissions
- Fuel consumed for owned transport
1,035,900
813,400
Scope 2 - indirect emissions
- Electricity purchased
4,900
1,000
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
251,700
207,900
Total gross emissions
1,292,500
1,022,300
Intensity ratio
Tonnes CO2e per £100,000 turnover (includes Transmission and distribution)
1.24
1.86
Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £100,000 turnover, the recommended ratio for the sector.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

FAIRCLOTH HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 8 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors have individually taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Darren Stephen Faircloth
Director
8 August 2025
FAIRCLOTH HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FAIRCLOTH HOLDINGS LIMITED
- 9 -
Opinion

We have audited the financial statements of Faircloth Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 November 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the group financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Conclusions relating to 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.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

FAIRCLOTH HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FAIRCLOTH HOLDINGS LIMITED
- 10 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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.

Detection of irregularities, including fraud

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.

As part of our planning process:

FAIRCLOTH HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FAIRCLOTH HOLDINGS LIMITED
- 11 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 2006. Our 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 auditor's 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.

Rebecca Donnelly (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit
8 August 2025
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road
London
United Kingdom
NW1 3ER
FAIRCLOTH HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 12 -
2024
2023
Notes
£
£
Turnover
3
84,495,376
55,078,068
Cost of sales
(74,910,146)
(46,712,343)
Gross profit
9,585,230
8,365,725
Administrative expenses
(4,197,432)
(4,186,180)
Other operating income
19,723
16,395
Operating profit
4
5,407,521
4,195,940
Interest receivable and similar income
8
260,225
26,526
Interest payable and similar expenses
9
(37,238)
(36,735)
Profit before taxation
5,630,508
4,185,731
Tax on profit
10
(1,809,574)
(979,267)
Profit for the financial year
3,820,934
3,206,464
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

FAIRCLOTH HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 NOVEMBER 2024
30 November 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
3,337,236
4,324,119
Negative goodwill
12
-
0
(532,181)
Net goodwill
3,337,236
3,791,938
Tangible assets
13
2,619,160
1,744,579
5,956,396
5,536,517
Current assets
Debtors
16
24,723,946
15,968,582
Cash at bank and in hand
7,321,196
6,969,047
32,045,142
22,937,629
Creditors: amounts falling due within one year
17
(17,774,867)
(13,120,289)
Net current assets
14,270,275
9,817,340
Total assets less current liabilities
20,226,671
15,353,857
Provisions for liabilities
Provisions
18
1,254,559
272,431
Deferred tax liability
19
543,052
101,302
(1,797,611)
(373,733)
Net assets
18,429,060
14,980,124
Capital and reserves
Called up share capital
21
202
200
Merger relief reserves
22
5,305,263
5,305,263
Profit and loss reserves
22
13,123,595
9,674,661
Total equity
18,429,060
14,980,124
The financial statements were approved by the board of directors and authorised for issue on 8 August 2025 and are signed on its behalf by:
08 August 2025
Darren Stephen Faircloth
Director
FAIRCLOTH HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2024
30 November 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
2,501,803
1,685,148
Investments
14
20,509,417
20,509,417
23,011,220
22,194,565
Current assets
Debtors
16
1,314,785
3,615,671
Cash at bank and in hand
9,918
5,054
1,324,703
3,620,725
Creditors: amounts falling due within one year
17
(9,705,067)
(12,939,337)
Net current liabilities
(8,380,364)
(9,318,612)
Total assets less current liabilities
14,630,856
12,875,953
Provisions for liabilities
Deferred tax liability
19
530,081
88,960
(530,081)
(88,960)
Net assets
14,100,775
12,786,993
Capital and reserves
Called up share capital
21
202
200
Merger relief reserves
22
5,305,263
5,305,263
Profit and loss reserves
22
8,795,310
7,481,530
Total equity
14,100,775
12,786,993

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,685,780 (2023 - £3,116,524 profit).

The financial statements were approved by the board of directors and authorised for issue on 8 August 2025 and are signed on its behalf by:
08 August 2025
Darren Stephen Faircloth
Director
Company registration number 11151734 (England and Wales)
FAIRCLOTH HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 15 -
Share capital
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2022
200
5,305,263
6,662,835
11,968,298
Year ended 30 November 2023:
Profit and total comprehensive income
-
-
3,206,464
3,206,464
Dividends
11
-
-
(194,638)
(194,638)
Balance at 30 November 2023
200
5,305,263
9,674,661
14,980,124
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
3,820,934
3,820,934
Issue of share capital
21
2
-
0
-
2
Dividends
11
-
-
(372,000)
(372,000)
Balance at 30 November 2024
202
5,305,263
13,123,595
18,429,060
FAIRCLOTH HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 16 -
Share capital
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2022
200
5,305,263
4,559,644
9,865,107
Year ended 30 November 2023:
Profit and total comprehensive income for the year
-
-
3,116,524
3,116,524
Dividends
11
-
-
(194,638)
(194,638)
Balance at 30 November 2023
200
5,305,263
7,481,530
12,786,993
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
1,685,780
1,685,780
Issue of share capital
21
2
-
0
-
2
Dividends
11
-
-
(372,000)
(372,000)
Balance at 30 November 2024
202
5,305,263
8,795,310
14,100,775
FAIRCLOTH HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
2,992,638
5,841,356
Interest paid
(37,238)
(36,735)
Income taxes paid
(1,159,490)
(119,302)
Net cash inflow from operating activities
1,795,910
5,685,319
Investing activities
Purchase of tangible fixed assets
(1,403,860)
(1,134,006)
Proceeds from disposal of tangible fixed assets
71,872
127,193
Interest received
260,225
26,526
Net cash used in investing activities
(1,071,763)
(980,287)
Financing activities
Proceeds from issue of shares
2
-
Repayment of bank loans
-
(1,264,492)
Dividends paid to equity shareholders
(372,000)
(194,638)
Net cash used in financing activities
(371,998)
(1,459,130)
Net increase in cash and cash equivalents
352,149
3,245,902
Cash and cash equivalents at beginning of year
6,969,047
3,723,145
Cash and cash equivalents at end of year
7,321,196
6,969,047
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 18 -
1
Accounting policies
Company information

Faircloth Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Old Library, Dudley Road, Tunbridge Wells, Kent, United Kingdom, TN1 1LE.

 

The group consists of Faircloth Holdings Limited and all of its subsidiaries. The nature of the group’s principal activities and its operations are set out in the Directors' Report and Strategic Report.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention. The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £1.

 

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

 

In these financial statements, the Group has applied the exemptions available under FRS102 in respect of the following disclosures:

 

  1. The Parent Company has taken advantage of the exemption in section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures.

     

  2. Related party transaction notes - The Company and the Group only discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with its parent or with members of the same group that are wholly owned.

     

  3. Disclosures in respect of the compensation of key management personnel – The Company and the Group have taken the advantage of the exemption from the requirements to disclose key management personnel when the key management personnel and directors are the same.

 

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 19 -

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Faircloth Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 30 November 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.3
Going concern

The financial statements have been prepared on a going concern basis. When making their assessment, the Directors considered the current economic conditions, which included supply chain constraints, price inflation, an increase in the cost of living, and wider uncertainties resulting from the effects of European hostilities. The Directors will continue to monitor all of these issues and, where possible, take action to mitigate their effects. The Directors have a reasonable expectation that the Group will have adequate resources to continue for the foreseeable future at the time of approving the financial statements for the following reasons:

  1. The Group has a strong and growing order book which will provide a pipeline of secured work over the going concern assessment period.

  2. There continues to be strong underlying demand in commercial constructions in the UK.

  3. The Group has sufficient internally generated cash resources to meet its liabilities as they fall due for the next 12 months from the date of approval of these financial statements.

Thus, the Directors continues to adopt the going concern basis of accounting in preparing the financial statements.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.4
Turnover

Turnover represents the value of work done during the year net of value added tax. The value of work done is calculated as the certified work, plus the amount anticipated to be certified, adjusted for over and under measure. As described in more detail in the Construction contract note 1.9, revenue and costs are recognised by reference to the stage of completion of construction contracts where it can be reliably measured.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition.

 

It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of 10 years.

 

Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Plant and equipment
15% Straight line
Fixtures and fittings
20% reducing balance method
Computers
20% reducing balance method
Motor vehicles
25% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 21 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.9
Construction contracts

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date (“percentage-of-completion method”). When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

The stage of completion is measured by completed Quantity Surveyors reports of work done.

Contract revenue comprises of the initial amount of revenue agreed in the contract and variations in the contract work and claims that can be measured reliably. A variation or a claim is recognised as contract revenue when it is probable that the customer will approve the variation or negotiations have reached an advanced stage such that it is probable that the customer will accept the claim.

Contract cost is measured by reference to the ratio of contract work certified during the year to the amount of revenue agreed in the contract over the total estimated cost for the contract. When it is not probable that contract costs are recoverable from the customers, in which case, such costs are recognised as an expense immediately.

At the balance sheet date, the amount recoverable on contracts within ‘Debtors’ are the accumulative recoverable costs incurred to date less recoverable costs charged to the profit and loss account. Where the recoverable costs charged to the profit and loss account exceeds the accumulative recoverable cost incurred to date, the balance is presented as amount payable on contracts within ‘Creditors’.

Progress billings not yet paid by customers and retentions by customers are included within 'Debtors'. Advances received are included within trade creditors.

The accrued income is measured by reference to the ratio of contract work certified during the period of work to amount of labour cost incurred before the year end over total labour cost for the duration of the work carried out.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.10
Financial instruments

Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

All financial assets and liabilities are initially measured at transaction price.

 

Non-current debt instruments, which meet the conditions set out in paragraph 11.9 of FRS 102, are subsequently measured at amortised cost using the effective interest method.

Debt instruments that have no stated interest rate and are classified as payable or receivable within one year and which meet the above conditions are initially measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

 

Impairment of financial assets

 

Financial assets

Financial assets are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the profit and loss account. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying value does not exceed what the carrying value would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

 

Financial liabilities

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense for the period comprises of current and deferred tax and is recognised in the profit & loss account.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Deferred tax

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and tax on acquisition. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

1.13
Provisions

Provisions are recognised when the Group has an obligation at the reporting date as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

Provisions include the cost of anticipated remedial and warranty work based on the status of the site at year end and other claims against the group. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

 

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.16

Retention

Retention income is recognised once there is sufficient certainty over the probability it will be received and the amount to be received can be measured reliably.

 

Retention expense is recognised when it is paid.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 25 -
2
Judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The judgements estimates and assumptions that have a significant risk of causing a material adjustment to the income and expenses and the carrying amounts of assets and liabilities within the next financial year are addressed below.

Accounting for contract and margin recognition

The Group’s accounting for contract and margin recognition policies, which are set out in note 1, are central to how the Group values the work it has carried out in each financial year. Contract accounting requires estimates to be made and in many cases these contractual obligations span more than one financial period.

These policies require forecast to be made of the outcome of the construction obligations which require both estimates and judgements to be made of both cost and income recognition on each contract. No margin is recognised until the outcome of the contract can be estimated with reasonable certainty. On the cost side, estimates of budgeted and irrecoverable costs are made on each contract in addition to potential costs to be incurred for any maintenance and defects liabilities. On the income side, estimates and judgements are made on variations to consideration which typically include variations due to changes in scope of work, recoveries of claim income from customers, and potential liquidated damages that may be levied by the customers.

These income and costs may be affected by a number of uncertainties that depend on the outcome of future events and may need to be revised as events unfold and uncertainties are resolved.

Recoverable value of recognised debtors

The recoverability of debtors especially trade debtors, accrued income, retentions and gross amount due from

customers for contract work, are regularly reviewed in the light of the available economic information specific

to each receivable and specific provisions are recognised for balances considered to be irrecoverable.

Provisions

Provisions are liabilities of uncertain timing or amount; therefore in making a reliable estimate of the quantum and timing of liabilities, judgement is applied and re-revalued at each reporting date. The range of potential outcomes as the result of uncertain future events could result in a materially positive or negative impact on profit or loss and cash flow.

More specifically on the Group’s provision for onerous contract, a provision is made for all known or expected losses on individual contracts once such losses are foreseen.

The Group also sets aside provisions for remedial and warranty work for any liabilities arising due to defects over the latent defect period stated in the contract. The provision for remedial work reflects the present obligation to rectify the work defects on completed contracts in order to recover retentions withheld by customers. In the year ended 30 November 2024, the provision for remedial works has been estimated to be 10% of total retentions outstanding (2023:10%). The provision for warranty work reflects the present obligation to rectify the work defects on completed contracts within the warranty period, which can be up to 12 years after completion. A provision for warranty work is only recognised when a reliable estimate can be made.

 

The Group recognised provisions of £1,254,559 (2023 £272,431). Please refer to Provisions for liabilities note 18.

Going concern

The Group also considers Going Concern as a significant area of judgement and has included specific disclosure in relation this within note 1.3.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 26 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Construction
84,495,376
55,078,068
2024
2023
£
£
Other significant revenue
Management Charges receivable
19,723
16,395
19,723
16,395

All turnover arose from trading activities within the United Kingdom.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
434,047
299,549
Loss/(profit) on disposal of tangible fixed assets
23,360
(65,235)
Amortisation of intangible assets
986,883
886,080
Operating lease charges
32,000
32,000
5
Auditor's remuneration
2024
2023
Fees payable to the group's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,410
7,410
Audit of the financial statements of the company's subsidiaries
77,524
61,250
84,934
68,660
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 27 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Production
30
26
-
-
Administation and support
21
18
1
1
Total
51
44
1
1

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,258,806
3,082,750
-
0
-
0
Social security costs
378,201
337,895
-
-
Pension costs
197,763
281,766
-
0
-
0
3,834,770
3,702,411
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
153,773
153,370

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1 ).

 

There is no directors' remuneration paid by the Company.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
260,225
26,526
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 28 -
9
Interest payable and similar expenses
2024
2023
£
£
Other interest on financial liabilities
36,992
36,735
Interest on finance leases and hire purchase contracts
246
-
Total finance costs
37,238
36,735
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,367,824
1,025,641
Adjustments in respect of prior periods
-
0
(9,876)
Total current tax
1,367,824
1,015,765
Deferred tax
Origination and reversal of timing differences
441,750
(36,498)
Total tax charge
1,809,574
979,267

 

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
5,630,508
4,185,731
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.01%)
1,407,627
963,123
Tax effect of expenses that are not deductible in determining taxable profit
11,176
110,744
Gains not taxable
5,840
(19,226)
Adjustments in respect of prior years
-
0
(9,876)
Permanent capital allowances in excess of depreciation
(170,494)
(141,713)
Amortisation on assets not qualifying for tax allowances
246,720
112,714
Impairment of goodwill not qualifying for tax allowances
(133,045)
-
Deferred Tax
441,750
(36,499)
Taxation charge
1,809,574
979,267

The rate of tax increased from 19% to 25% on 1 April 2023.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 29 -
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Dividend payable
372,000
194,638
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 December 2023 and 30 November 2024
10,295,062
(1,008,024)
9,287,038
Amortisation and impairment
At 1 December 2023
5,970,943
(475,843)
5,495,100
Amortisation charged for the year
986,883
-
0
986,883
Impairment
-
0
(532,181)
(532,181)
At 30 November 2024
6,957,826
(1,008,024)
5,949,802
Carrying amount
At 30 November 2024
3,337,236
-
0
3,337,236
At 30 November 2023
4,324,119
(532,181)
3,791,938
The Company had no intangible fixed assets at 30 November 2024 or 30 November 2023.

Goodwill arising on consolidation is being amortised over the Directors' estimate of its useful life of 10 years.

 

This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 30 -
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 December 2023
1,927,349
16,349
41,270
784,255
2,769,223
Additions
1,084,581
41,178
38,670
239,431
1,403,860
Disposals
(46,827)
-
0
-
0
(63,168)
(109,995)
At 30 November 2024
2,965,103
57,527
79,940
960,518
4,063,088
Depreciation and impairment
At 1 December 2023
694,255
1,935
8,525
319,929
1,024,644
Depreciation charged during the period
267,435
9,381
12,541
144,690
434,047
Eliminated in respect of disposals
(4,198)
-
0
-
0
(10,565)
(14,763)
At 30 November 2024
957,492
11,316
21,066
454,054
1,443,928
Carrying amount
At 30 November 2024
2,007,611
46,211
58,874
506,464
2,619,160
At 30 November 2023
1,233,094
14,414
32,745
464,326
1,744,579
Company
Plant and equipment
Motor vehicles
Total
£
£
£
Cost
At 1 December 2023
1,238,860
475,469
1,714,329
Additions
1,084,581
239,431
1,324,012
Disposals
(46,827)
(63,168)
(109,995)
At 30 November 2024
2,276,614
651,732
2,928,346
Depreciation and impairment
At 1 December 2023
18,039
11,142
29,181
Depreciation charged in the year
267,435
144,690
412,125
Eliminated in respect of disposals
(4,198)
(10,565)
(14,763)
At 30 November 2024
281,276
145,267
426,543
Carrying amount
At 30 November 2024
1,995,338
506,465
2,501,803
At 30 November 2023
1,220,821
464,327
1,685,148
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 31 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
20,509,417
20,509,417
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 December 2023 and 30 November 2024
20,509,417
Carrying amount
At 30 November 2024
20,509,417
At 30 November 2023
20,509,417
15
Subsidiaries

Details of the company's subsidiaries at 30 November 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Fox Holdings Sussex Limited
The Old Library, Dudley Road, Tunbridge Wells, Kent, United Kingdom TN1 1LE
Ordinary share capital
100.00
Faircloth Construction Limited
As above
Ordinary share capital
100.00
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,315,812
3,459,880
-
0
-
0
Amounts owed by group undertakings
-
-
-
1,986,003
Other debtors
5,874,734
3,919,255
1,314,785
1,629,668
Prepayments and accrued income
4,464,296
6,210,095
-
0
-
0
18,654,842
13,589,230
1,314,785
3,615,671
Amounts falling due after more than one year:
Other debtors
6,069,104
2,379,352
-
0
-
0
Total debtors
24,723,946
15,968,582
1,314,785
3,615,671
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
16
Debtors
(Continued)
- 32 -

Included in other debtors is amount due from customers for contract work of £2,103,989 (2023: £871,803).

 

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
5,878,375
6,816,281
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
9,690,309
12,871,503
Corporation tax payable
866,532
658,197
-
0
-
0
Other taxation and social security
2,621,321
1,541,158
-
-
Other creditors
4,610,673
2,430,676
404
56,433
Accruals and deferred income
3,797,966
1,673,977
14,354
11,401
17,774,867
13,120,289
9,705,067
12,939,337

Included in other creditors is amount due to customers for contract work of £3,346,966 (2023 £1,637,023).

 

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

18
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Provision for litigation
-
5,750
-
-
Provision for onerous contract
917,752
-
-
-
Provision for remedial work
336,807
209,141
-
-
Provision for warranty work
-
57,540
-
-
1,254,559
272,431
-
-
Movements on provisions:
Provision for litigation
Provision for onerous contract
Provision for remedial work
Provision for warranty work
Total
Group
£
£
£
£
£
At 1 December 2023
5,750
-
209,141
57,540
272,431
Additional provisions in the year
-
917,752
273,037
-
1,190,789
Utilisation of provision
(5,750)
-
(145,371)
(57,540)
(208,661)
At 30 November 2024
-
917,752
336,807
-
1,254,559
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
18
Provisions for liabilities
(Continued)
- 33 -

Provision for litigation

 

The existing litigation provision was utilised during the year to cover the related costs. No additional provision was raised during the period.

Provision for onerous contract

 

When it is probable that the total contract costs will exceed the total contract revenue on construction contracts, the Group recognises the expected losses as an expense immediately with a corresponding provision for losses. These provisions are expected to be utilised within one year after the balance sheet date. The provision for onerous contracts was £917,752 (2023 £Nil) as at the balance sheet date.

Provision for remedial work

 

The Group has a present obligation to rectify the work defects on completed contracts in order to recover retention withheld by customers. These provisions are expected to be utilised within two years after the balance sheet date.

Provision for warranty

 

The existing warranty provision was utilised during the year to cover the required warranty-related costs. No additional provision was raised during the period.

The above provisions are made when a reliable estimate can be made based on the management's best estimate of known loss making contracts, remedial work, defects and warranties on contracts and legal actions.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
543,052
101,302
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
530,081
88,960
FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
19
Deferred taxation
(Continued)
- 34 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 December 2023
101,302
88,960
Charge to profit or loss
441,750
441,121
Liability at 30 November 2024
543,052
530,081
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
197,763
281,766

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. At the year end £66,558 (2023 £21,826) was payable to the scheme and is included in creditors.

 

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Share A of £1 each
200
200
200
200
Ordinary Share B of £1 each
2
-
2
-
202
200
202
200

The type A ordinary shares have full voting rights with dividend participation and rights to participate in capital distribution, including on winding up.

 

The type B ordinary shares are non-voting shares with dividend participation and rights to participate in capital distribution once a hurdle is reached. The type B ordinary shares are not redeemable.

 

On the 7 August 2024, the company issued 2 type B ordinary shares of £1.

22
Reserves
Merger relief reserves

The merger relief reserves have arisen on a past business combination that was accounted under section 612 of the Companies Act 2006 when shares were issued in consideration for the shares of the acquired subsidiary.

Share capital

Called up share capital reserve represents the nominal value of the shares issued.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
22
Reserves
(Continued)
- 35 -
Profit and loss reserves

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

23
Financial commitments, guarantees and contingent liabilities

Company:

 

The Company previously granted a fixed and floating charge over all its assets to its bankers in relation to a loan granted to a fellow group company. These charges, relating to the holding company, have been satisfied during the year.

 

Group:

 

Financial commitments and guarantees

 

Performance guarantees were provided by the bank to customers covered by indemnities given to the bank. The amount of the financial guarantee contract is £3,475,932 (2023 £3,237,950).

 

Contingent liabilities

 

The Group's provisions have been made for the Directors' best estimate of known legal claims, remedial & warranty for any defects work and contract losses. No provision is made where the Directors consider, based on legal advice and past practice that the claims or action are unlikely to succeed or that the Group can not make a sufficiently reliable estimate of the potential obligations.

 

Charges

 

The Group's bankers also hold a fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant and machinery.

 

24
Operating lease commitments

At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
32,000
32,000
-
-
32,000
32,000
-
-

There are no operating lease commitments for the Company.

25
Events after the reporting date

As part of the group restructuring, one of the subsidiary companies, Fox Holding Sussex Limited, was dissolved on 13 May 2025.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 36 -
26
Related party transactions
Transactions with related parties

 

Company:

 

Related Party's Limited Liability Partnership

 

At the end of the year there was an amount of £1,156,710 (2023 £1,156,710) owed by a limited liability partnership (LLP) of which a Director is also a Member of the LLP. The loan is interest free and repayable on demand.

 

Family Members of the Director

 

At the end of the year there was a total amount of £111,916 (2023 £111,916) owed from a Director and family member of a Director. The loans are interest free and repayable on demand.

 

Director

 

During the year the Company declared a dividend payment of £372,000 (2023 £194,638) to a Director who is also the ultimate controlling party of the Company and the Group as explained in Controlling party note 27. The amount due to the Director at the year end is £Nil (2023 £50,000). The loan is interest free and repayable on demand.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
26
Related party transactions
(Continued)
- 37 -

Group:

 

Related Party's Group

 

  1. During the year the Group invoiced construction work of £Nil (2023 £69,750) and received services amounting to £135,463 (2023 £119,348) to and from a company owned by a family member of the Director. At the end of the year, outstanding amount owed by the Group was £17,633 (2023 £11,524).

     

  2. At the end of the year an outstanding amount due to the Group of £449,753 (2023 £437,201) was from a company of which a Director is also a director and the ultimate controlling party of that company. There was an increase in the amount due to new advances in the year. The loan is interest free and repayable on demand.

     

  3. During the year the Group invoiced construction work of £7,673 (2023 £4,546) and paid rent of £11,031(2023 £nil) to a company of which some of the Directors and their family are also the directors and the ultimate controlling party of that company. At the end of the year the outstanding amount due to the Group was £4,683,504 (2023 £1,183,504). The loan is interest free and repayable on demand.

     

  4. At the end of the year there was an amount of £1,156,710 (2023 £1,156,710) owed by a limited liability partnership (LLP) of which a Director is also a Member of the LLP. The loan is interest free and repayable on demand.

     

  5. At the end of the year there was a total amount of £111,916 (2023 £111,916) owed from a Director and family member of a Director. The loan is interest free and repayable on demand.

     

  6. During the year the parent company declared a dividend payment of £372,000 (2023 £194,638) to a Director who is also the ultimate controlling party of the Group as explained in Controlling party note 27. The amount due to the Director at the year end is £Nil (2023 £50,000). The loan is interest free and repayable on demand.

 

Pension Scheme

 

The Directors who are members of the Faircloth family are the Trustees and the Members of an independently administered Pension Scheme. During the year the Group invoiced interest on a loan of £2,533 (2023 £2,427) to the Pension Scheme. The Pension Scheme charged office rent of £38,000 (2023 £32,000) to the Group. At the end of the year the amount due to the Group was £23,745 (2023 £57,575). The loan is repayable on demand.

27
Controlling party

The ultimate controlling party is one of the directors, Darren Stephen Faircloth, who owns the majority of the shares of the Company.

FAIRCLOTH HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 38 -
28
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
3,820,934
3,206,464
Adjustments for:
Taxation charged
1,809,574
979,267
Finance costs
37,238
36,735
Investment income
(260,225)
(26,526)
Loss/(gain) on disposal of tangible fixed assets
23,360
(65,235)
Amortisation and impairment of intangible assets
454,702
886,080
Depreciation and impairment of tangible fixed assets
434,047
299,549
Increase/(decrease) in provisions
982,128
(364,733)
Movements in working capital:
Increase in debtors
(8,755,363)
(1,465,479)
Increase in creditors
4,446,243
2,355,234
Cash generated from operations
2,992,638
5,841,356

There are no restrictions over the use of the cash and cash equivalents balances which comprises cash at bank and in hand.

 

29
Analysis of changes in net funds
1 December 2023
Cash flows
30 November 2024
£
£
£
Group:
Cash at bank and in hand
6,969,047
352,149
7,321,196
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