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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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FERNLEY (HEATHROW) LIMITED
COMPANY INFORMATION
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FERNLEY (HEATHROW) LIMITED
CONTENTS
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FERNLEY (HEATHROW) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024.
The results for the Company show a loss before taxation of £1,769,753 (2023 - £1,548,336) for the year and turnover of £35,111,939 (2023 - £13,798,972).
The company's key financial and other performance indicators during the year were as follows: 2024 2023 Variance £000 £000 % Turnover 35,112 13,799 154.45% Loss before taxation 1,770 1,548 14.34% Loss before taxation margin 5% 11.2% 6.2% Total sharehoIders' funds (7,405) (5,635) 31.41% Revenue for 2024 improved by £21.3m, representing growth of 154.4%. This was primarily driven by the full year impact of the new business secured in November 2023. Gross profit improved significantly from £2.8m to £8.2m. The gross margin also improved from 20% to 23.3%. The operating loss narrowed from -£1.1m to £-0.9m. The results include start up costs and higher operating costs linked to the first year of summer operation of the new business. Going forward these costs are expected to be mitigated through increased pricing and cost efficiencies. The Company is going through a period of embedding new business and driving through improvements that will continually improve the profitability. Based on the latest forecasts, management expects the business to transition from operating losses to profitability position within the next two years.
Principal risks and uncertainties
The management of the business and the execution of the Company’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the Company are considered to be competition from national and international airline catering companies and also the loss of significant customers.
In addition to the risks set out above, the aviation and airport sector has in the past been adversely affected by terrorist action and security incidents. A significant global terrorist incident or increased regulation to reduce the risk of such incident could adversely impact performance.
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FERNLEY (HEATHROW) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The industry has continued to face acute staff shortages. To address this challenge, we have implemented several measures, including hiring more agency staff, improving flexibility, and enhancing employee engagement. We are continually monitoring the situation and will take necessary steps to ensure we have the workforce required to meet our customer demands effectively.
Inflation Like all industries, the Company has been impacted by high inflation on both food products and utilities. Our customer contracts are structured such that product costs are passed on to customers. On utility price increases, we are continually working to pass this incremental cost to customers.
The Board regularly reviews the financial requirements of the Company and the risks associated therewith in order to limit the adverse effects on the financial performance of the Company. The Company does not use complicated financial instruments and operations are primarily financed with support from the ultimate parent company, gategroup Holding AG. The Company has financial instruments such as trade debtors, trade creditors, and accruals that directly arise from the Company’s operations. The Company takes the following approach to financial risk:
∙the Company is at risk from customers failing to pay for goods and services provided. All potential new customers have their credit assessed and regular consideration is given to the credit ratings of existing customers.
∙the Company actively manages financing that is designed to ensure there are available funds for operations, therefore the company has limited exposure to liquidity and interest risk.
∙the Company has appropriate contracts in place to minimise exposure to price risk.
The risks are managed by having appropriate controls and systems in place. The Company’s directors and key management evaluate these risks on an ongoing basis to ensure there is no significant exposure.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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FERNLEY (HEATHROW) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £1,769,753 (2023 - £1,548,336). Dividends declared and paid in the year amounted to £Nil (2023 - £NiI).
Going concern The directors of the company assess the basis of preparation of the financial statements each year, and whether it is appropriate to prepare them on a going concern basis. To support their assessment of going concern, the directors have conducted a going concern review, considering the liquidity position of the business for a going concern assessment period of 12 months from the date of approval of the financial statements. This has involved completing cash flow forecasts for the going concern assessment period, including consideration of downside scenarios. From their assessment, the Directors believe that the Company will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
The Directors remain confident that the Company will maintain and strengthen its position in the market.
Strategic report The Company has chosen, in accordance with section 414C of the Companies Act 2006, to set out the following information which would otherwise be required to be contained in the director's report within the strategic report: (a) Business review; and (b) Financial risk management objective and policies.
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FERNLEY (HEATHROW) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 2006. They 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.
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FERNLEY (HEATHROW) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Company since the year end.
After the year end, Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor firm, Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.
This report was approved by the board on
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FERNLEY (HEATHROW) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNLEY (HEATHROW) LIMITED
We have audited the financial statements of Fernley (Heathrow) Limited (the 'Company') for the year ended 31 December 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 policies. The 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).
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.
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 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.
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FERNLEY (HEATHROW) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNLEY (HEATHROW) LIMITED (CONTINUED)
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 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.
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.
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.
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FERNLEY (HEATHROW) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNLEY (HEATHROW) 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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: i) Companies Act 2006. ii) FRS 102. iii) Tax legislation. iv) Employment legislation.
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FERNLEY (HEATHROW) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNLEY (HEATHROW) LIMITED (CONTINUED)
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
∙Reviewing the financial statements and testing the disclosures against supporting documentation;
∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
∙Inspecting and testing journal entries to identify unusual or unexpected transactions;
∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and
∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
The areas that we identified as being susceptible to misstatement through fraud were:
∙Management bias in the estimates and judgements made;
∙Management override of controls; and
∙Posting of unusual journals or transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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FERNLEY (HEATHROW) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNLEY (HEATHROW) LIMITED (CONTINUED)
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 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.
for and on behalf of
Chartered Accountants and Statutory Auditors
3 Brook Business Centre
Cowley Mill Road
Middlesex
UB8 2FX
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FERNLEY (HEATHROW) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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FERNLEY (HEATHROW) LIMITED
REGISTERED NUMBER: 05609781
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 27 form part of these financial statements.
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FERNLEY (HEATHROW) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Fernley (Heathrow) Limited (“the Company”) is a company incorporated in England. The address of the company’s registered office is Ash House, Littleton Road, Ashford, TW15 1TZ.
The Company’s principal activities during the year were the provision of cleaning services and the provision of in-flight catering and handling services to various airlines.
2.Accounting policies
These financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 “The Financial Reporting Standard Applicable in the UK and 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 accounting policies have been applied:
The Company has taken advantage of the exemption in section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. Consequently, these financial statements present the financial position and financial performance of the Company as a single entity.
The financial statements of the Company are consolidated in the financial statements of gategroup Holding AG, which is incorporated in Switzerland. The consolidated financial statements of gategroup Holding AG are available on the group's webpage. • Section 4 ’Statement of Financial Position’ - Reconciliation of the opening and closing number of shares • Section 7 ‘Statement of Cash Flows' — Presentation of a Statement of Cash Flow and related notes and disclosures • Section 11 ’Basic Financial Instruments' & Section 12 ’Other Financial Instrument Issues’ — Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income. • Section 33 ’Related Party Disclosures’ — Compensation for key management personnel.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has cash pooling arrangements with gategroup Financial Services S.â.r.l., amounting to a net borrowing of £8.1m as at 31 August 2023. The Company has been withdrawing funds from the cash pooling to pay for its liabilities as they fall due since the onset of COVID-19 in March 2020 and the Directors expect this to continue until the Company is profitable and generating cash. After making enquiries and considering the support available from gategroup Financial Services S.à.r.I as described above, the Directors have a reasonable expectation that the company has adequate resources to continue in operation and be able to continue to meet its liabilities as they fall due for 12 months from the date of approval of the financial statements. These considerations included the cash requirements of the company as it continues to develop/re-estabIish its business, as the commercial airline travel sector recovers, and the assessment of the ability of the ultimate parent company to provide funding as indicated over that period. Accordingly, these financial statements have been prepared on a going concern basis.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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 the Statement of comprehensive income.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
An assessment is made at each reporting date of whether there are indications that a fixed asset may be impaired or that an impairment loss previously recognised has fully or partially reversed. If such indications exist, the Company estimates the recoverable amount of the asset.
Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value-in-use, are recognised as impairment losses. Impairments of revalued assets are treated as a revaluation loss. All other impairment losses are recognised in profit or loss. Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in profit or loss or, for revalued assets, as a revaluation gain. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset’s revised carrying amount (less any residual value) over its remaining useful life.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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: 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 the Statement of comprehensive income. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 the Statement of comprehensive income 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.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors received emoluments from other group companies and their emoluments are included in the financial statements of those companies, which make no recharge to Fernley (Heathrow) Limited. The directors are directors of a number of gategroup Holding AG group companies and it is not possible to make an accurate apportionment of their emoluments in respect of each of the group companies. Accordingly, the staff costs include no costs in relation to the directors.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company has carried forward trading losses of £3,141,093 (2023 - £2,639,382) which are available to offset against the taxable profit. There are no other significant factors that may materially affect future tax charges.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
Capital contribution Contribution by the owner of the company.
During the year, the Company undertook a review of the presentation of its financial statements. As a result of this review, certain expense items previously included within administrative expenses have now been reclassified to cost of sales, and certain costs previously included within cost of sales have now been reclassified to administrative expenses. In addition, certain elements of cost recharges have been reclassified out of revenue and netted against the relevant expense categories, to better reflect the nature of these transactions. This reclassification has resulted in an increase in gross profit of £917,265 in the prior year. There is, however, no impact on the reported net loss for the year.
In addition, certain balances within the statement of financial position have been reclassified between line items. These reclassifications have no effect on the overall net liability position of the Company as previously reported. The directors consider that these restatements provide more relevant and accurate information to the users of the accounts.
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FERNLEY (HEATHROW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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 group to the fund and amounted to £356,021 (2023 - £112,746). No contributions were payable to the fund at the reporting date (2023 - £Nil).
The directors regard the Company’s ultimate parent Company and controlling party at 31 December 2024 to be gategroup Holding AG, incorporated in Switzerland.
The smallest and largest group in which the results of the company for the year ended 31 December 2024 were consolidated was that headed by gategroup Holding AG. Copies of the group financial statements may be obtained from the group’s webpage. The immediate parent Company is Gate Gourmet Luxembourg IV S.a.r.l., which is incorporated in Luxembourg.
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